Agenda packet — Roseville City Council, November 20, 2024 (part 15 of 16)

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

Owner Name: Roseville Fiddyment Land Venture LLC
c/o Signature Properties
4670 Willow Road, Ste 200
Pleasanton, CA 94588

Current Agreement: Development Agreement by and between the City of Roseville and Fiddyment Land Venture, LLC to the West Roseville
Specific Plan.

Name/Landowner Effective Date Term Ordinance Number Fiddyment Land Venture, LLC March 24, 2004 20 Years 4048 (Signature Properties)
Amendments:
#1 – Jan. 4, 2006 4324
#2 – Jun. 18, 2008 4668
#3 – Sep. 2, 2009 4767

ATC Realty One, LLC #4 – Jul. 17, 2013 5211

Fiddyment Land Venture, LLC #5 – May 7, 2014 5337
#6 – Aug. 6, 2014 5385

ATC Realty One, LLC #7 – Sept. 15, 2017 5863
Fiddyment 116 Lots, LLC

ATC Realty Onc, LLC and
Roseville Schools, LLC #8 – April 1, 2020 6208

Jen California 15 LLC, Taylor
Morrison of California, LLC and
West Roseville Development
Company, Inc. #9 – April 1, 2020 6209

Jen California 15 LLC, Taylor #10 – April 5, 2023 6639 Morrison of California, LLC and
West Roseville Development
Company, Inc.

Roseville Harvey 715, L.P. #11 – November 15, 2023 6776

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

Note: Map below indicates property governed by Landowners per the initial Development Agreements

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

Development Agreement Obligations Complete as of December 2023

Section 1.3.1 and 1.6
Title Expiration and Annexation
Obligation Entitlements granted herein to developer applicable to this property shall be applicable to annexed property for a twenty (20) year period (pursuant to annexation).

Entitlements shall be contingent upon annexation of property into the City of Roseville.

If annexation does not occur by Dec. 31, 2004, either party may terminate.

Department Planning - Process Annexation. Community Development/City Manager - Oversee and facilitate annexation processes.

Status Annexation application approved by LAFCO on July 14, 2004. Obligation Complete.

Section 2.6.1
Title Affordable Purchase Residential Units
Amendment #1 – Ord. #4324
Amendment #2 – Ord. #4668
Amendment #3 – Ord. #4767
Amendment #5 – Ord. #5337 – section deleted
Amendment #6 – Ord. #5337 – section deleted
Obligation Developer agrees that 83 units will be reserved on the Property as detached and/or attached single-family residential units affordable to middle-income purchasers as follows:

Developer agrees that 83 units will be reserved on Parcel F-16 as detached and/or attached single-family residential units affordable to middle-income purchasers. Such units shall be distributed throughout said Parcel.

Developer agrees that 83 units will be temporarily reserved on Parcel F-6 as detached and/or attached single-family residential units affordable to middle-income purchasers. Prior to (or concurrently with) the approval of the first tentative map in Fiddyment Ranch Phase 3 a permanent location for the affordable purchase units shall be identified and designated in the Development Agreement.

Parcel Total Units in Parcel Middle Income Purchase
Units
PCL F-16 224 46
PCL F-17 174 37
PCL F-21 219 37
Total 83

Department Housing Division
Status Obligation amended and complete
Section 2.6.1.1
Title
Obligation
Department
Status
Section 2.6.1.2
Title
Obligation
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Department
Status
Section 2.6.1.6
Title Facilities Districts
Obligation The Economic and Community Services Director shall maintain a list of middle - income affordable units that are conveyed pursuant to an Affordable Purchase Agreement (or applicable City-approved form) and, on or about May 1 of each calendar year, shall send a copy of such Affordable Purchase Agreement(s) to the City Finance Director. In reliance thereon, the Finance Director shall, to the extent allowed by law, set the applicable special tax for the middle-income affordable purchase units within each such Parcel at a level equal to fifty percent (50%) of the applicable special tax for the balance of the units within said Parcel.

Department Finance Department and Housing Department
Status CFD #1 infrastructure (bond) district has been formed and infrastructure improvement proceeding – Series 2006 issue of second series sold 09/2006. Both bond issues refunded into Series 2017.

Bond Sales Complete – Obligation Complete
Ongoing City obligation for annual listing
Section 2.7.1
Title 404 Permit
Obligation Developer has obtained verification from the U.S. Army Corps of Engineers that approximately 16.19 acres of vernal pools and 3.87 acres of wet swales/channels exist on the Property. Developer shall obtain from the U. S. Army Corps of Engineers (the "Army Corps") a permit (the "404 Permit") to fill specific wetland resources in conjunction with development of the Property. Developer shall diligently pursue and obtain issuance of the 404 Permit and any amendment, modification or supplement thereto, or an additional 404 Permit if required, in order to implement the Project, including but not limited to off-site improvements such as Phillip Road, and Blue Oaks Boulevard. Such 404 Permit or Permits shall be approved, with conditions satisfactory to the City if such conditions impact any public uses or improvements to be conveyed pursuant to this Agreement, prior to commencement of construction of any improvements on the Property. Developer intends to mitigate the impacts of such wetland fills through a combination of on-site preservation, off-site preservation and/or on-site and off-site creation of wetland resources.

It is anticipated that the 404 Permit will require preservation and/or creation of wetland resources within the Property ("Preserve Area"). At the election of the City, City and Developer shall cooperate with one another in the formation of a conservancy or fee financing mechanism provided for in Section 3.20, with the authority to assume and/or administer the costs of maintaining the Preserve Area in accordance with the 404 Permit.

Department Engineering Division / Environmental Coordinator Status Obligation Complete
Section 2.7.3
Title Facilities included in 404 Permit
Obligation Developer shall use its best efforts to ensure that the approval of its 404 Permit includes development of the bike paths, fuel modification areas, water quality structures and drainage and flood control facilities, community garden and parking lot and ancillary improvements described in the Specific Plan and this Agreement. To the extent feasible, these improvements should be located within the outer 50 feet of Open Space Preserves. In this regard, Developer shall include the location of proposed bike paths,
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC fuel modification areas, passive recreation areas (such as the community garden and associated parking), water quality structures and drainage and flood control facilities on all maps and/or exhibits accompanying all 404 Permit applications to ensure all proposed open space improvements are disclosed and considered by the Corps during 404 Permit processing and drafting of permit conditions. In addition, Developer shall ensure that the typical improvements required for overland stormwater conveyance, stormwater outfalls and related erosion control improvements are included in the O&M Plan as future allowed uses. In this regard, the O&M plan shall include typical schematic plans to characterize these improvements for future regulatory and permitting purposes. If any significant modifications are proposed which conflict in any manner with the Entitlements related thereto and to the planned location and improvement of the bike paths as a result of approval of the 404 Permit, the revised relocation and/or improvement of such paths or other facilities shall be resubmitted to the City for review. The City may approve or deny any request to relocate any of the paths or other facilities within or outside of the Open Space Preserves and the review of such modifications shall be made in accordance with CEQA.

Department Engineering Division/Environmental Coordinator Status Obligation Complete
Section 2.7.4
Title Operation and Management Plans
Obligation Developer and Placer Investors shall be responsible for the cost of preparation of any required Operations & Management Plan ("O&M Plan") required for the 404 Permit. Further, Developer and Placer Investors shall be responsible for the cost of the City's preparation, pursuant to the August 18, 2000 MOU between the City and the United States Fish and Wildlife Service, of an overarching management plan to maintain consistent management strategies among the City's preserves and preserve areas created by the Project.

Department Engineering Division/ Environmental Coordinator Status Obligation Complete
Section 3.3
Title Project Phasing
Amendment #5 – Ord. #5337
Obligation Developer shall develop and construct the on-site and off-site infrastructure necessary to serve the Project in three phases consistent with the Phasing Plan set forth in the Specific Plan. Infrastructure phases identified in the Phasing Plan may be combined as approved by City's Community Development Director, in consultation with all affected City departments. Building permits for subsequent phases may be issued so long as all improvements required in earlier phases are substantially complete and the infrastructure within the subject phase is sufficient to provide access and utility service as determined by the Public Works Director and Environmental Utilities Director.

It is anticipated that the Property will develop in multiple sub phases. The sub- phasing concept is depicted within the Infrastructure Phasing Matrix attached to this Fifth Amendment as Exhibit F. Developer, or its successor(s) in interest, shall develop and construct the infrastructure necessary to serve each phase of the Project within the Property, as depicted in the Infrastructure Phasing Matrix.

The City has confirmed that progression of development in sub phases as described in the Phasing Matrix includes the necessary facilities to support the approved land uses within each of the sub phases if built in the sequence described in the Phasing West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Matrix. If Developer proposes to develop a portion of the Property out of sequence from that set forth in the Phasing Matrix, then, prior to the issuance of a building permit in the applicable sub-phase, the City may require special studies to confirm that the necessary facilities, including but not limited to, sanitary sewer, recycled water, potable water, storm drain, electric facilities, and roadway serving the applicable out-of-sequence sub-phase will be provided. Developer will be responsible for all reasonable third-party costs associated with the preparation of any required special studies, and for the cost of City staff (on a time and materials basis) required for such confirmation.

Department Engineering Division
Status Obligation Complete
Section 3.5
Title Road Improvements
Obligation Developer, at its expense, shall provide the road improvements set forth in this Agreement and the Phasing Plan.

3.5.1 Developer's Obligations.

Developer obligation for residential and collector roadway improvements shall consist of the construction of curb, gutter, sidewalk, utilities, streetlights and full asphalt pavement section. For arterial roadways, Developer's obligation for roadway fronta ge improvements shall consist of curb, gutter, sidewalk, one-half of the median landscaping and median curbing, utilities, street lights, signal interconnect, and eighteen feet (18') of asphalt pavement adjacent to the property, including aggregate base and sub-base, and any additional pavement widening at intersections to accommodate turn lanes and bus turnouts as may be required by the City Engineer, all grading, drainage laterals and inlets, and cross culverts (collectively "Frontage Improvements"). The area within which such Frontage Improvements are to be located shall be referred to herein as Developer's Frontage. Unless specifically identified within this Agreement, Developer shall not be entitled to reimbursement or credit towards the City's traffic mitigation fee for any required roadway improvement.

Installation of landscaping and median curbing shall occur concurrent with roadway construction. Landscaping and sidewalks adjacent to roadways may occur concurrent with the development of adjacent parcels. Bike trail Department Engineering Division
Status Obligation Complete
Section 3.5.2
Title Arterial Roadways
Amendment #4 – Ord. #5211
Obligation Developer shall dedicate all necessary rights of-way and shall construct road way improvements for the arterial roadways, except for Blue Oaks Boulevard, the construction obligation for which is set forth in Section 3.5.3.2 below. Arterial road ways on the Property include Fiddyment Road and Blue Oaks Boulevard. City and Developer acknowledge that the locations of these road ways are schematic in nature and may be revised during the design of the improvement plans based on the final design for such arterials and the final small lot subdivision for the Property. The timing, number of lanes and width of pavement shall be as required within the Phasing Plan. Unless specifically identified in this Agreement, Developer shall not be entitled to reimbursement or credit towards the City's traffic mitigation fee for any required road way improvement.

Department Engineering
Status Obligation Complete
Section 3.5.3
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Title Collector Streets
Obligation To provide access to the Property, Developer shall construct curb, gutter, pavement, streetlights, utilities, entry medians and ancillary improvements related thereto as shown in the Entitlements for those roadways identified as collector streets located within the Property. The parties acknowledge that the locations of these roadways are schematic in nature and may be revised during the design of the improvement plans therefore; in particular, based on the final design for such collectors and the final lot subdivisions for the Property. Except as provided in Section 3.5.3.1 of this Agreement, Developer shall not be entitled to any reimbursement or credits toward the City's traffic mitigation fee for any costs associated with the design and/or construction of collector roadways.

Department Engineering Division
Status Obligation Complete
Section 3.5.4
Title Timing of Dedication and Construction of Road Improvements Obligation 3.5.4.1 Upon recordation of the Large Lot Map for any portion of the Property, Developer shall dedicate the rights-of-way shown in the Specific Plan for that portion or phase of the Property for the improvements described in this Agreement.

3.5.4.2 Prior to the recordation of a small lot residential subdivision map for the Property, Developer shall provide adequate assurances to City, either in the form of subdivision improvement bonds, issuance and sale of bonds by the CFD or other manner acceptable to the City, that adequate funds are available to finance the completion of all improvements to Arterial Roadways, and Collector Streets.

Department Engineering Division
Status Obligation Complete
Section 3.5.2.1
Title Blue Oaks Boulevard
Amendment #4 – Ord. #5211
Amendment #5 – Ord. #5337
Amendment #6 – Ord. #5385 – section deleted
Obligation Developer shall construct Blue Oaks Boulevard consistent with the Phasing Plan.

Developer shall construct Blue Oaks Boulevard from Fiddyment Road to the new alignment of Phillip Road within five years of the date of the first occupancy permit issued in parcels (F-3 and Placer Investors' Parcels W -2, W-3, W-4, W-5, W-6, W-7, and W-75) adjacent to the temporary truck route serving the Treatment Plant.

Developer shall complete construction of this segment of Blue Oaks Boulevard within one year of commencing construction.

Segment 1 of Blue Oaks Boulevard, as defined below located within the Fourth Amendment Property shall be constructed by Developer. Developer shall construct Segment 1 at such time as development begins within Phase 3 of the Fourth Amendment Property.

Segments 2 through 4 of Blue Oaks Boulevard, located outside of the Fourth Amendment Property, beginning at the westerly property line of the Fiddyment property through the westerly side of the intersection of Westbrook Boulevard (collectively , "Blue Oaks Boulevard (Off-site)") shall be constructed by others.

Developer will bear a pro-rata share of the cost to construct Segment 3 of Blue Oaks Boulevard Off-Site through the payment of the below-described fee; however, Developer has no obligation to construct any portion of Blue Oaks Boulevard (Off- site).

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC • Segment 1: Westerly side of the Hayden Parkway/Blue Oaks Boulevard intersection to the westerly property line of the Fiddyment property. (Cost allocation: 100% Developer).

• Segment 2: Westerly property line of the Fiddyment property to the east side of the Blue Oaks Boulevard/Westpark Drive intersection. (Cost allocation: 100% City TM F).

• Segment 3: East side of the Blue Oaks Boulevard/Westpark Drive intersection to the eastern property line of Parcel W-60. (Cost allocation: 50% Westpark; 50% Developer).

• Segment 4: Eastern property line of Parcel W-60 to the west side of the intersection of Blue Oaks Boulevard and Westbrook Boulevard. (Cost allocation:
100% Westpark).

The entire width of Segment 2 (i.e., back of curb to back of curb) shall be included in the City Traffic Mitigation Fund Fees (the "TM F Fees") in the City's road way Capital Improvement Program ("Road CIP").

Developer's pro-rata share of the cost obligation set forth in this Section 3.5.2.1 for Segment 3 (excepting the cost of 22 feet of pavement in Segment 3, the cost of which will be paid via payment of City TMF Fees) shall be paid by Developer through a Blue Oaks Boulevard off-site road fee (the "Blue Oaks Boulevard Off-Site Road Fee") applied to all LDR, MDR, and HDR building permits in the Fourth A mend men t Property as of the date of this Fourth Amendment, and dedicated to Segment 3 of the Blue Oaks Boulevard off-site improvements described in this Section 3.5.2.1.

With respect to the Fourth Amendment Property, Developer agrees to pay to City a fee of $1,159 per LDR or MDR building permit, for the Blue Oaks Boulevard Off-Site Road Fee. The foregoing fee is based upon the number of units currently approved for the Fourth Amendment Property (e.g., 482 LDR, 806 MDR, and O H OR units). In the event a subsequent Development Agreement amendment causes an increase or decrease in the approved number of LDR, MDR, or HDR units, within
the Fourth Amendment Proper, the foregoing fee amount shall be appropriately adjusted, and if HDR units are approved within the Fourth Amendment Property, Then, in addition to the adjustment of the amount of the LDR /MDR fee, a fee payable per HDR unit will be created. The Blue Oaks Boulevard Off-Site Road Fee shall be adjusted annually based upon the CCI as defined in this Agreement.

Developer's pro-rata share of the Blue Oaks Boulevard Off-Site Road Fee has been calculated by establishing a fee amount for LDR, MDR, and HDR units spread over 95% of the total allocated LDR, MDR, and HDR units within the Fourth Amendment Property. If after residential units have been constructed on at least 75% of the Fourth Amendment Property, the City reasonably determines that less than 95% of the total number of approved units within the Fourth Amendment Property will be constructed, the City Manager may appropriately adjust the Blue Oaks Boulevard Off-Site Road Fee to avoid a shortfall in the payment of Developer's pro-rata share of the cost obligation, without amendment of this Fourth Amendment and otherwise without compliance with the Mitigation Fee Act (California Government Code Section 66000, et seq.).

Upon demand of City, Developer shall provide to City an irrevocable offer(s) of West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC dedication (IOD) for (1) all necessary access easements with rights to construct and the right of City assignment, and (2) rights-of-way, subject to improvement for those portions of Blue Oaks Boulevard that may be withii1or upon properties owned by Developer.

The Blue Oaks Boulevard Off-Site Road Fee shall apply to Developer's and West park’s allocated costs for Segment 3 of Blue Oaks Boulevard (Off-site) set forth in this Section 3.5.3.2., and in Sections 3.8.3 and 3.9 and shall fully satisfy the obligations of Developer and Westpark to fund off-site portions of Blue Oaks Boulevard, off-site water and off-site recycled water facilities contained therein.

The improvements included in the Blue Oaks Boulevard Off-Site Road Fee include all costs reasonably associated with construction of the southerly one-half section of the ultimate 100 foot Blue Oaks Boulevard right-of-way, except for those portions to be funded by City TMF Fees. A general description of these includes:

• The cost of wetland permitting and mitigation cost for direct and indirect wetland impacts for the southern ½ section of the road including slopes.

• The cost for design, engineering, plan check and inspection fees, and construction management equal to 20% of the estimated construction cost.

• The cost of grading the southerly ½ of a 6-lane facility, including turn lanes, bus tum-outs, half the center median, and a 22-foot bench behind the back of curb, for an
Approximate width of 72-feet, plus the slopes to existing ground.

• The cost of 'h of the landscaped median and the median curb.

• The cost of curb and gutter plus 18' of pavement, joint trench, stripping, signage, and street lights, plus the turn lanes and bus turnouts on the south half of the right of way. The portion of Blue Oaks Blvd. from the westerly boundary of the Fiddyment property to the Westpark Dr. intersection would be included in the CIP program.

• The WRSP portion of the 24-inch potable water line as defined in the Technical Memorandum prepared by Hydro science, dated May 9, 2011 utilizing the figures in Scenario 1 in Tables 4 and 6 of the report.

• The WRSP portion of the 24-inch recycled water line.

City may use the funds collected from the Blue Oaks Boulevard Off-Site Road Fee to fund the construction of the northerly three lanes of Blue Oaks Boulevard (Off-Site).

The number of LDR, MDR and HDR units within the Fifth Amendment Property is being adjusted in connection with this Fifth Amendment; therefore, the amount of the Blue Oaks Boulevard Off-Site Road Fee (defined in the Fourth Amendment) that will be applied to LDR, MDR, and HDR building permits within the Fifth Amendment Property is hereby amended as follows:

(i) $539 per LDR or MDR building permit, and (ii) $334 per HDR unit.

In the event that Segment 1 of Blue Oaks Boulevard, as described in paragraph

3.5.2.1 of the Fourth Amendment to the Development Agreement, is constructed or West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC is under construction by a third party(ies) in advance of the development of Phase 3, Developer shall reimburse such third party(ies) the cost (or reasonable estimated cost, subject to true up) of design, construction, and construction management of Segment 1 prior to the issuance of the first building permit in Phase 3.

Department Engineering Division
Status Section deleted.

Section 3.5.3.1
Title Phillip Road Westpark Drive
Amendment #4 - Ord. #5211
Amendment #5 – Ord. #5337
Amendment #6 – Ord. #5385 – section deleted
Obligation Consistent with the Phasing Plan, Developer shall realign and reconstruct segments of existing Phillip Road within the Property consistent the Phasing Plan. Developer shall complete such reconstruction within five years of the date of the first occupancy permit issued in parcels (F-3 and Placer Investors' Parcels W -2, W-3, W-4, W-5, W- 6, W-7, and W-75) adjacent to the temporary truck route serving the Treatment Plant.

Segments of existing Phillip Road replaced by newly realigned and reconstructed segments shall be abandoned to the owner of the underlying fee of the segment in question. If applicable and as necessary, relocation shall be coordinated so as not t o interrupt service and access to the Pleasant Grove Wastewater Treatment Plant.

Consistent with the Phasing Plan, Developer shall realign and reconstruct segments of existing Phillip Road off-site consistent the Phasing Plan.

Portions of the realigned and reconstructed Phillip Road include the installation of frontage improvements adjacent to the city-wide park, including curb, gutter, sidewalk, street lights and utility services. Developer shall be entitled to a credit against the city-wide park fee for the cost of constructing such park frontage improvements.

Westpark Drive (formerly Phillip Road). Developer's cost obligation set forth in this Section 3.5.3.1 for Westpark Drive (and further described as Segment 5 in Exhibit "C" attached to the Fourth Amendment) shall be paid by Developer through a Westpark Drive off site road fee (the "Westpark Drive Off-Site Road Fee") applied to all Low Density Residential ("LDR"), Medium Density Residential ("MDR"), and High Density Residential ("HDR") building permits in the Fourth Amendment Property, and dedicated to the Westpark Drive off-site improvements described in this Section

3.5.3.1. With respect to the Fourth Amendment Property, Developer agrees to pay to City a fee of $352 per LDR or MDR building permit for the Westpark Drive Off-Site Road Fee. The foregoing fees are based upon the number of units currently approved for the Fourth Amendment Property (e.g., 482 LDR, 806 MDR, and 0 HDR units). If, after the date of this Fourth Amendment, there is In the event a subsequent Development Agreement amendment causes an increase or decrease the approved number of LDR, MDR, or HDR units, within the Fourth Amendment Property, the foregoing fee amount shall be appropriately adjusted, and if H OR units are approved within the Fourth Amendment Property, then, in addition to the adjustment of the amount of the LDR/MDR fee, a fee payable per HDR unit will be created. Further, the Westpark Drive Off Site Road Fee shall be adjusted annually based upon the Engineering News Record,
Construction Cost Index for the United States average of 20-cities and San Francisco (CCI).

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Developer and Westpark shall each be responsible for fifty percent (50%) of the construction cost of Westpark Drive north of the Pleasant Grove Wastewater Treatment Plant, both shares of which will be paid through the Westpark Drive Off- Site Road Fee. Developer's pro-rata share of the Westpark Drive Off-Site Road Fee has been calculated by establishing a fee amount for LDR, MDR, and HDR units spread over 95% of the total allocated LDR, MDR, and HDR units within the Fourth Amendment Property. If after residential units have been constructed on at least 75% of the Fourth Amendment Property, the City reasonably determines that less than 95% of the total number of approved units within the Fourth Amendment Property will be constructed, the City Manager may appropriately adjust the Westpark Drive Off - Site Road Fee to avoid a shortfall in the payment of Developer's pro-rata share of the cost obligation, without amend men t of this Fourth Amendment and otherwise without compliance with the Mitigation Fee Act (California Government Code Section 66000, et seq.).

At such time as the City elects to trigger the Prepayment Event, regardless of the status of fees collected, the City shall provide Developer with six (6) months advance written notice of its intent to call for the outstanding balance of the fee to be paid by Developer. The City shall indicate in the notice the date on which the balance of the fee shall be due. During this six-month period, the City shall continue to collect the Westpark Drive Off-Site Road Fee. The amount due from Developer for the balance of the Westpark Drive Off-Site Road Fee shall be determined by subtracting from the total fee obligation of the Fourth Amendment Property the total amount of fees paid by the Fourth Amendment Property as of the date that the balance of the fee is due (the "Westpark Drive Fee Prepayment"). In the event that the Westpark Drive Fee Prepayment is not received by City as of the date referenced in the notice to pay, the City may withhold all further inspections and further issuance of permits within Phases 2 & 3 until such time as the Westpark Drive Fee Prepayment is received by City.

If a Prepayment Event has occurred and Developer has paid the balance of the fee as set forth herein, the City shall continue to collect the Westpark Drive Off-Site Road Fee on all LDR, MDR, and HDR units in the Fourth Amendment Property, annually adjusted by the CCI as provided above, until all LDR, MDR and HDR units in Fourth Amendment
Property have paid the Westpark Drive Off-Site Road Fee, as set forth below, at which time City shall reimburse to Developer the prepayment amount previously paid by Developer (less the actual amount of any increase in the cost to const ruct Westpark Drive above the estimated cost used to calculate the Westpark Drive Off- Site Road Fee, which reimbursement is personal to Developer and does not run with the Property, to successors and assigns, unless Developer provides written notice to City that said reimbursement has been assigned by Developer to a third-party. In the event that, and at such time as, the funds collected for the Westpark Drive Off-Site Road Fee equal the amount of the Westpark Drive Prepayment, as adjusted by the CCI, City shall cease collecting the Westpark Drive Off-Site Road Fee.

The improvements included in the Westpark Drive Off-Site Road Fee include all West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC costs reasonably associated with construction of Westpark Drive north of the Pleasant Grove Wastewater Treatment consistent with Exhibits "K" and "I". A general description of these improvements includes:

a. The cost of wetland permitting and mitigation cost for direct and indirect wetland impacts for the full section of the road including slopes.

b. The cost for design, engineering, plan check and inspection fees, and construction management equal to 20% of the estimated construction cost.

c. The cost of grading the hill width of a standard collector roadway section including turn lanes, and an 8-foot bench on both sides of the roadway (approximately 64-feet in width), plus the slopes to existing ground.

d. The cost of curb, gutter, pavement, joint utilities, stripping, signage, and street lights.

e. The WRSP portion of the 24-inch potable water line as defined in the Technical Memorandum prepared by Hydro science, dated May 9, 2011utilizing the figures in Scenario 1 in Tables 5 of the report.

f. The WRSP portion of the 24 -inch recycled water line.

Portions of the realigned and reconstructed Westpark Drive (formerly Phillip Road) include the installation of frontage improvements adjacent to the city-wide park, including curb, gutter, sidewalk, street lights and utility services. Developer shall be entitled to a credit against the city-wide park fee for the cost of such park frontage improvements.

REVISED SECTION 3.5.3.L The number of LDR, MDR and HDR units within the Fifth Amendment Property is being adjusted in connection with this Fifth Amendment; therefore, the amount of the Westpark Drive Off-Site Road Fee (defined in the Fourth Amendment) that will be applied to LDR, MDR, and HDR building permits within the Fifth Amendment Property is hereby amended as follows:
(i) $163 per LDR or MDR building permit, and (ii) $101 per HDR unit.

Department Engineering Division
Status Section deleted.

Section 3.5.7
Title Traffic Signals
Obligation Developer shall be responsible for the construction of traffic signals as described in the Phasing Plan. Developer shall be entitled to credits toward the City's traffic mitigation fee for the design and construction of any public leg of a traffic signal and/or signals warranted by City. Said credits shall be shared equally throughout the Property on a per-dwelling unit equivalent ("DUE") basis. Developer shall not be entitled to any reimbursements or traffic mitigation fee credits for portions of a traffic signal that service a private driveway. Unless specifically identified within this Agreement, Developer shall not be entitled to reimbursement or credit towards the City's traffic mitigation fee for any required roadway improvement.

Department Public Works
Status Obligation Complete
Section 3.5.7.1
Title Traffic Signal Interconnect Project
Amendment #1 – Ord. #4324
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation In connection with the West Roseville Traffic Signal interconnect project, Developer agrees to fund one-third of the cost of constructing the improvements set forth in the Fehr & Peers plans (#1997-E01) approved by City April 12, 2005, and incorporated herein by reference (the "Signal Interconnect"). City agrees to fund its one-third share and to collect the remaining one-third of the cost of the Signal Interconnect from 1600 Placer Investors, LP and/or PL Roseville, LLC, pursuant to an amendment to that certain agreement between the City of Roseville and 1600 Placer Investors, LP recorded in the Official Records of Placer County as Instrument No. 2004-006948. Developer shall have no further obligations to fund or construct any other offsite portions of the City's traffic signal interconnect project.

1st Amendment: Developer agrees to fund 1/3 of the cost of constructing the improvements for the Signal Interconnect.

Pulte agrees to fund 1/3, City agrees to fund 1/3.

Department Engineering Division
Status Obligation Complete - Interconnect Improvements Complete – Funding obligation met.

Section 3.5.12
Title Access for Existing Residences with Property
Obligation Three (3) occupied residences exist on the Property today. Developer shall construct interim all-weather access to Residence "A" capable of supporting 34 tons.

Residence “B" will be retained as part of the Fiddyment Park complex and may be used by the City as a caretaker's residence. Residence “C" shall remain in its current location and shall be provided interim and permanent access to a public street as part of the development of the Project. Developer shall be responsible for providing and/or constructing interim accesses to existing residences.

Department Engineering Division
Status Obligation Complete
Section 3.5.16
Title Transit Master Plan Funding
Obligation Developer shall pay, as its fair share on a city-wide basis, for the update of the City's Long Range Transit Master Plan, Short Range Master Plan Update, and Bikeway Master Plan Update, the amounts of $6,502, $7,585 and $5,418 prior to recordation of the Large Lot Tentative Map.

Department Engineering Division , Building Division and Alternative Transportation Department Status Obligation Complete.

Section 3.5.18
Title Park and Ride Lots
Obligation Twenty (20) park and ride spaces shall be provided on Parcels F-31, F-34 and F-54.

Such park and ride spaces shall be included in addition to the parking required for the applicable underlying land use by City's Zoning Code. If necessary in order to minimize impacts to existing oak trees, Developer may spread or reallocate park and ride parking space locations between parcel F-31 and parcel F-30. Developer and City acknowledge that the area proposed for retail uses may be required to be reduced in order to minimize tree impacts and to meet parking requirements as well as park and ride obligations. To the extent that Developer constructs any of the required park and ride spaces on F-54 and provided the cost of constructing such park and ride spaces is included in the park site F-54 cost estimate, Developer shall be entitled to reimbursement by City for the cost of constructing the park and ride spaces limited to costs allocated to such construction in Developer's cost estimate included in the
Parks Financing Plan. If constructed by Developer, Developer shall install the park and ride spaces at the time of development of the parcel on which the park and ride West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC lot is located. Park and ride lots shall allow for parking daily between the hours of 5:00 am and 10:00 pm, except at Regional Park F-54, where park hours of operation are subject to regulation by the Parks and Recreation Department.

Department Alternative Transportation
Status Obligation Complete
Section 3.5.21
Title Fiddyment Road Widening
Amendment #4 – Ord. #5211
Amendment #6 – Ord. #5385 – section deleted
Obligation Developer and Placer Investors shall be jointly and severally responsible to widen Fiddyment Road to City standards as a four-lane road, from Pleasant Grove Boulevard to Baseline Road, with construction commencing not later than expiration of fiscal year
2009-2010, subject to completion of all environmental review requirements, and provided that City has not then received any application for development of the property adjacent to the west of existing Fiddyment Road, and provided further that such widening has not otherwise been completed or undertaken by that date. City and Developer acknowledge that the agreement to widen Fiddyment Road is the result of negotiation between the parties and is not required as a result of impacts of development of the Property.

Department Engineering Division
Status Section deleted
Section 3.6
Title Sewer Facilities
Obligation Developer shall construct on-site and off-site facilities to the sewer system as described in this Section, the Phasing Plan, and as shown in Exhibit "S", attached hereto. Developer shall, subject to the provisions of Section 2.8 of this Agreement, be solely responsible for obtaining easements and rights-of-way located within the Specific Plan that are required for construction of such improvements. City shall provide Developer with any rights-of-entry needed to connect these improvements to the City's existing sewer system. Except for the improvements expressly described herein, Developer shall have no obligations to install or pay for the installation of any off-site treatment or transmission facilities, except through the payment of sewer connection fees (local, regional and special benefit) levied and collected by the City at the time of development pursuant to City ordinances.

Department Environmental Utilities
Status Obligation Complete
Section 3.6.5
Title Access to Pleasant Grove Wastewater Treatment Plant Obligation Developer shall maintain continuous and uninterrupted access to the Treatment Plant during the Project, including during the construction called for in this Section

3.6.5. Access to the southeast gate of the Treatment Plant shall be available from Phillip Road. In Phase 1, Developer shall construct a tee intersection at the entrance to the Treatment Plant on Phillip Road. Access to the northwest gate of the Treatment Plant property shall be available from existing Phillip Road. Continuous and uninterrupted access shall be available from the Treatment Plant to the effluent junction structure and to the outfall structure.

Department Environmental Utilities
Status Obligation Complete
Section 3.6.7
Title Coordination with Construction by Placer County
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation Placer County has expressed interest in coordinating with City and Developer on the future construction of wastewater conveyance facilities (including but not limited to, pipes) by the County or others within the Fiddyment Road right-of-way. The approximate location of the proposed wastewater conveyance facilities. In order to facilitate such cooperation with the County, Developer shall, prior to the commencement of construction of improvements to Fiddyment Road, provide a construction schedule for the improvements to the County Public Works Department.

Thereafter, to the extent that coordination with the County can be accomplished without additional cost and/or delay to Developer in the development of the Project, Developer and City shall cooperate with the County in the construction of such wastewater conveyance facilities.

Department Environmental Utilites
Status Obligation Complete
Section 3.6.8
Title Construction within Blue Oaks Boulevard
Obligation City has an interest in constructing wastewater outfall facilities under and crossing the future alignment of Blue Oaks Boulevard. City has requested and Developer has agreed to construct such facility crossing at the time of construction of the subject segment of Blue Oaks Boulevard subject to immediate reimbursement by City to Developer. Reimbursement shall include engineering and design and construction costs associated with the facility.

Department Environmental Utilities
Status Obligation Complete - Blue Oaks Boulevard is constructed to the west boundary of the project, so the extension of a wastewater outfall line has been addressed.

Section 3.7.1
Title Water Supply – Contract with San Juan Water District Obligation City has acquired from San Juan Water District rights to 3,200 acre feet of potable water annually for purposes of augmenting City water supplies. Developer and Placer Investors shall be jointly and severally responsible to reimburse to City the one-time up-front payment from City to San Juan Water District in the sum of $1,340,000 within 30 days after the expiration of all appeal periods and tolling periods pursuant to Section 1.3.4 of this Agreement applicable to City's approval of the Entitlements and annexation of the Property into City by LAFCO.

City and Developer agree that the payment to City as required pursuant to this Section 3.7.1 shall be reimbursed from the first phase of CFD bonds issued for the Project.

Department Environmental Utilities
Status Obligation Complete
Section 3.7.8
Title Water Conservation Goal for the Property
Amendment #6 – Ord. 5385
Amendment #9 – Ord. 6209
Amendment #9
Water Conservation Goal for the Property. The City has determined, and the Developer agrees, that the available water supply is sufficient to serve the Property.

This determination was the conclusion of a review of the demand and source issues created by the projected build-out of the Property. The demand for water at build-out of the Property was determined by reference to the City's current information on water usage for the various land uses included and permitted within the City and the proposed land uses within the Property and by reference to the Developer's Water Conservation Plan which includes a reduction in water use by 20.4% over current use characteristics.

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

The sources for water evaluated for the Project are the same types of source currently used throughout the City; namely, surface water contracts with federal and local agencies and the use of groundwater. City and Developer are satisfied that the demand and source assumptions relied upon to assure water for the Project (including the Ninth Amendment Property) are valid.

Department Environmental Utilities
Status Obligation Complete
Section 3.8.1
Title Water Study
Obligation Developer has prepared a Water Study for on-site water facilities and prepared general design of the water system that identifies the size and location of waterlines, storage facilities, and pump stations. The timing of construction of such facilities is set forth in the Infrastructure Phasing and Reimbursement Schedule.

Department Environmental Utilities
Status Obligation Complete - Water study was completed – Section 3.8.2
Title On-Site Water Facilities
Obligation Developer shall construct on-site water system facilities and further described in the Phasing Plan. All such facilities to be constructed by Developer, including mains, shall be designed and constructed pursuant to the City's then current Improvement Standards and subject to City plan review, construction inspection and final approval and Developer's payment of City's then current costs or fees for plan check, mapping and inspection. Developer will not be responsible for construction of potable water reservoirs and pump station except through the payment of City water connection fee and special benefit fees as may be applicable or otherwise required herein.

Department Environmental Utilities
Status Obligation Complete
Section 3.8.3
Title Off-site Water Facilities
Obligation Developer shall construct off-site water system facilities and further described in the Phasing Plan. All such facilities shall be subject to City plan review, mapping, construction inspection and final approval, and Developer's payment of City's then current costs or fees therefor.

Department Environmental Utilities
Status Obligation Complete
Section 3.8.4
Title Oversizing of Water Facilities – Reimbursement
Obligation Subject to the provisions of Section 4.2 of this Agreement, Developer shall be entitled to reimbursement from third parties whose property is benefited by Developer's construction of water facilities required by City in which there exists capacity in excess of that required to serve the development of the Property. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property and other property benefited by such construction.

The timing for the payment of any such reimbursement shall be paid upon the earlier of the formation of a CFD and issuance of bonds for such CFD serving development by such third parties or recordation of the first small lot subdivision map serving the development by such third party.

Department Environmental Utilities
Status Obligation Complete
Section 3.8.5
Title Water System Sequencing
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation Water system facilities shall be constructed as provided in the Phasing Plan concurrently with the construction of the road improvements described in Section 3.5 of this Agreement. Extensions into the Parcels will be completed with development of each Parcel. Water line extensions shall be sequenced to assure looped systems in all developing areas, except as otherwise approved by the Environmental Utilities Director.

Department Environmental Utilities
Status Obligation Complete
Section 3.9
Title Recycled Water Facilities
Obligation Developer shall construct recycled water facilities as provided in this Section and the Phasing Plan. Recycled water shall be used for irrigation of parks and landscape setbacks, medians, paseos and other landscape areas including all multi-family and non-residential landscaping uses, with the exception of the community garden on parcel F-83 (described in Section 3.12.9 which will be served by potable water).

Developer shall construct and dedicate upon completion thereof a recycled water line system.

All recycled water system facilities including storage tanks, pump station, transmission,
distribution and public and private irrigation systems shall be designed and constructed pursuant to City's then current Improvement Standards and shall be subject to City plan review, construction, inspection and final approval and payment of all applicable fees for plan review, mapping and inspection of such improvements.

Department Environmental Utilities
Status Obligation Complete
Section 3.9.1
Title Non-Exclusive Public Utility Easement
Obligation Where the recycled water facilities are not located within road rights-of-way, as and when such facilities are installed, Developer shall grant and City shall accept a non - exclusive public utility easement for the ownership and maintenance of such facilities, together with access thereto for maintenance purposes only. Easement widths shall be granted in accordance with the City's then current improvement standards.

Department Environmental Utilities
Status Obligation Complete - Easement Granted for sanitary sewer pipeline 03/15/2005.

Section 3.9.3
Title Recycled Water Engineering Report
Obligation Jointly with Placer Investors, Developer shall prepare City’s Engineer’s Report for submittal to and review by the State Regional Water Quality Control Board and Department of Health Services documenting the use of recycled water in the WRSP.

Prior to submittal to the State Water Quality Control Board, Developer shall obtain approval of the City Environmental Utilities Director. Recycled water shall not be provided for use within the Project until the City Engineer’s Report has received all required State approvals.

Department Environmental Utilities
Status Obligation Complete
Section 3.10
Title Drainage Facilities
Obligation Developer shall be responsible for the design and construction of all storm drain facilities required to serve the Property in conformance with the City's Improvement Standards, Stormwater Management Program, the Placer County Storm Water West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Management Manual (for detention facilities) and the 404 Permit O&M Plan (for open space preserves). In general, drainage facilities shall be constructed concurrent with roadway improvements. Prior to approval of any improvement plans for the construction of storm drain facilities, a master drainage plan shall be prepared and approved by the City Engineer for each shed area. Developer shall provide drainage improvements as provided in this Section and the Phasing Plan.

Department Engineering Division
Status Obligation Complete
Section 3.10.3
Title Grant of Floodplain
Obligation Prior to or concurrent with approval of any final map containing areas within the 100 - year floodplain, Developer shall grant in fee to the City, or to a conservancy or other non-profit entity acceptable to the City, such areas within the 100-year floodplain and the Specific Plan.

Department Engineering Division
Status Obligation Complete
Section 3.11.1
Title Electric Facilities
Obligation Concurrently with the construction of the adjacent roadways, Developer agrees to construct, or finance the construction of, on site 12kv electric distribution facilities as directed by the Electric Utility Director. City and Developer agree that Developer shall construct or finance construction of on-site 12kV electric distribution facilities in accordance with final on-site electric distribution designs for the Specific Plan as directed by the Electric Utility Director in accordance with applicable City Electric Utility Department Specifications. Final on-site electric utility improvements including streetlights, will be designed upon receipt of approval and adopted improvement plans for the applicable Specific Plan roadways. To the extent that Developer constructs or installs electric distribution facilities serving areas outside the Property, Developer shall have the right to receive reimbursement from third parties whose property is benefited by such construction or installation. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property and other property benefited by such construction and installation.

Department Electric Department
Status Obligation Complete
Section 3.11.4
Title Electric Substation
Obligation Developer shall dedicate an electric substation site (F-65) of approximately 1.2 buildable acres, net of easements, wetlands, riparian corridors and required setbacks which City shall construct the substation. The timing for such dedication shall be prior to issuance of the first residential building permit. This parcel shall not be encumbered by any easements, except as approved by the Electric Utility Director.

Developer shall rough grade to accommodate electrical substation construction and construct public services to the site. The electric substation site (Parcel F-65) shall be dedicated in fee, free and clear of all wetlands.

Department Electric Department
Status Obligation Complete - Parcel F-16 property was dedicated to the city on 9/21/2005 (DOC#2006-0001828).

Section 3.11.6
Title Coordination with Construction by City
Obligation To the extent feasible so as not to delay Developer's project construction schedule or result in additional cost to Developer, Developer shall coordinate and cooperate with City for future construction of underground infrastructure and externalities (including, West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC but not limited to, joint trench, gas and transmission lines.) associated with the City's proposed Roseville Energy Park.

Department Electric Department
Status Obligation Complete
Section 3.12
Title Park and Open Space
Amendment #5 – Ord. #5337
Obligation The total amount of active park lands and open-space lands to be dedicated has increased. Therefore, Section 3.12 of the Development Agreement is hereby amended by deleting "active park lands (195.2 acres) and open-space lands (341.3 acres)" and replacing it with "active park lands (203 acres) and open-space lands (346.9 acres).”
Department Parks Department
Status Obligations Complete
Section 3.12.1
Title Parks and Open Space Dedications
Amendment #5 – Ord. 5337
Developer shall dedicate a total of 203.0 acres of park land, 6.7acres of open space paseo and 341.3 acres of open space to the City. The following seven (7) park parcels, four (4) open space paseo parcels and eight (8) open space parcels shall be dedicated to the City as described below:

1. A 7.8-acre, more or less, portion of the Property for the purposes of a public park, shown as Parcel F-50;

2. A 11.9-acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel F-51;

3. A 5.9-acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel F-52;

4. A 6.0-acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel F-53;

5. A 91-acre, more or less, portion of the Property for the purpose of Fiddyment Park, a public park, as shown as Parcel F-54;

6. A 29.8-acre, more or less, portion of the Property for the purpose of a portion of the
Regional Sports Park, a public park, as shown as Parcel F-55;

7. A 45.8-acre, more or less, portion of the Property for the purpose of a portion of the
Regional Sports Park, a public park, as shown as Parcel F-56;

8. A .84-acre, more or less, portion of the Property for the purpose of an open space paseo, as shown as Parcel F-90;

9. A 2.28-acre, more or less, portion of the Property for the purpose of an open space paseo, as shown as Parcel F-91;

10. A 1.68-acre, more or less, portion of the Property for the purpose of an open space paseo, as shown as Parcel F-92;
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

11. A 0.95-acre, more or less, portion of the Property for the purpose of an open space paseo, as shown as Parcel F-93;

12. A 132.7 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of wetland habitat and open space, including a future bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-80;

13. A 54.9 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat, open space, including a bike trail and fuel modification (i.e., firebreaks) community garden and parking lot, as shown as Parcel F- 83;

14. A 81.2 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-84;

15. A 26.4 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-85;

16. A 12.2 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-86;

17. A 10.3 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-87;

18. A 16.7 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-88; and

19. A 0.8 acre, more or less, portion of the Property for the purpose of preservation of wetland habitat and open space, including a bike trail and fuel modification (i.e., firebreaks) shown as Parcel F-89.

Upon request of City, Developer shall dedicate any parklands, open space paseos and open space Parcels within the Property provided that the applicable final Large Lot Subdivision Map creating a separate parcel for the subject site has been recorded
Department Parks Department and Engineering Division
Status Obligation Complete
Section 3.12.2
Title Existing Residences within Property
Obligation Three (3) occupied residences exist on the Property today are Residences A, B and C. Residence "A," will remain on the Regional Sports Park property for utilization by the City for non-residential purposes. Residence "C" will be retained as part of the Fiddyment Park complex and may be used by the City as a caretaker's residence.

Residence "B" shall remain in its current location as part of the Project.

Developer shall deliver to City all residences "A" and "C," together with all outbuildings, appurtenances and grounds, in good and tenantable condition at least as good as the condition in which such residences, etc., exist as of the date of this Agreement. To that end, Developer may encourage continued lawful occupancy of West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC the residences subject to compliance with any applicable rental agreement. Any such applicable rental agreement shall include, to the extent allowed by law, a waiver by the tenant of any right or claim to relocation assistance. City reserves the right to either approve and allow continued occupancy or require vacation of any of the residences prior to acceptance of dedication. Notwithstanding the foregoing, Developer shall reimburse City for any and all relocation assistance or benefits that City may be required to provide to any occupant of the property.

Department Parks Department
Status Obligation Complete
Section 3.12.4.1
Title Neighborhood Park Frontage Improvements
Obligation When installing road improvements adjacent to neighborhood park sites and the Community Garden, Developer shall construct the frontage improvements (excluding landscaping and sidewalks) and stub utilities for the park site and community garden, subject to direction from City on the location of such utility stubs. The cost of this work has been accounted for under the Parks Financing Plan. Developer shall not be entitled to any reimbursement for the cost of such improvements.

Department Parks Department
Status Obligation Complete
Section 3.12.4.2
Title Construction of Neighborhood Park Improvements by Developer Amendment #1 – Ord. #4324
Obligation Developer shall design and install park improvements for the park site planned for parcel F-53, subject to and in accordance with the following provisions:"

(a) The park site for parcel F-53 shall be improved in conjunction with Developer's development of the parcels F-4 and F-5.

(b) The park facilities for Parcel F-53 shall be constructed and improved according to a plan for the site to be prepared by Developer and approved by the City. These park facilities shall be designed in accordance with the preliminary designs for park F-53 described in the Specific Plan, the Parks Financing Plan, and the design standards for such facilities and improvements described in the City's park F -53 master plan. The
Improvement plans for the park site shall include-detailed construction plans, specifications and drawings for the site to be approved by the City. Developer shall be responsible for all costs associated with the approval of the plan, including the cost of preparing the required construction plans and drawings, subject to credits provided for in Section 3.12.4.7.

Department Parks Department
Status Obligation Complete
Section 3.12.4.3
Title Estimated Costs Associated with Neighborhood Park Improvements Amendment #1 – Ord. #4324
Obligation The estimated cost for the design and construction of the park improvements for parcel F-53 ($1,261,692.00) are set forth in the Parks Financing Plan for the Specific Plan and have been used to establish the neighborhood park fee for the Property.

The improvements to be required by the City for this park site shall consider and accommodate such cost estimates. The cost estimates shall be adjusted by the City, from the Effective Date of this Agreement to the date of commencement of the construction of the improvements, based on the percentage change in the Construction Cost Index."

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC "When Developer bids the work for the neighborhood park, the City shall review and approve the bid documents for the park improvements prior to the issuance of a notice of and invitation to bid by Developer. The City shall also review the bids received by Developer and shall approve the Developer's selection of the most appropriate bid prior to award of the contract. The City shall have ten (10) working days to review the bids and if the bid amount for the work, together with all design and other park improvements costs then incurred by Developer, exceed the then adjusted cost estimate by more than eight percent (8%), then the City shall either (i) agree to defer the installation of certain improvements within the park to reduce the cost of the work to be installed by Developer to one hundred eight percent (108%) of such adjusted cost or (ii) agree to pay its share of the cost of the improvements in excess of one hundred eight percent

(108%) of such adjusted cost estimate, as such costs are incurred by Developer. If the actual cost of the bid for the work, together with all design and other park improvement costs then incurred by Developer, is less than the then adjusted cost estimate for the park, Developer shall pay to the City the difference between the actual cost of the park construction and the total amount of fee credits received as described in Section 3.12.4.7.

Department Parks Department
Status Obligation Complete
Section 3.12.4.4
Title Construction Plans for Neighborhood Park Improvements Amendment #1 – Ord. #4324
Obligation Developer shall submit completed construction plans and specifications (the "Construction Documents") to the City for improvement of parcel F-53 prior to the issuance of the 75th building permit issued within parcels F-4 and F-5 (the "Responsible Parcels"). The construction documents shall be subject to review and approval by the Department of Parks and Recreation ("the Department") and other City departments.

Developer may submit completed Construction Documents earlier than this milestone with written authorization by City.

Department Parks Department
Status Obligation Complete
Section 3.12.4.5
Title Scheduling of Neighborhood Park Improvement Construction Amendment #1 – Ord. #4324
Obligation Developer shall commence construction of the park improvements for parcel F -53 in accordance with its approved park plan prior to the issuance of the 175th building permit issued within parcels F-4 and F-5. Developer shall not issue any change orders on such construction contract without first obtaining City's written consent and may commence construction of the park improvements earlier than this milestone with written authorization by City.

Thereafter, Developer shall diligently proceed with such construction and use its best efforts to complete the construction of the improvements to the park site within one hundred fifty (150) days of the date of the commencement of such improvements.

In the event the Developer elects to commence construction of the park improvements for parcel F-53, upon completion Developer shall be responsible for the maintenance of the park improvement and the liability for use of the park facilities by the public. This obligation shall exist from the completion of the parks until thirty West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC (30) days following notice to City by Developer that all building permits within parcel F-4 and parcel F-5 have been issued.

Completion of park is defined as successful establishment of plant material and turf and acceptable compliance with City park construction standards. City to accept park within 30 days of above date, after a final walk through has been completed and park is in an acceptable condition that meets City standards, and provided adequate funding for the maintenance district is in place for parcel F-53 in the Community Facilities District No. 2 ("CFD #2").

Developer acknowledges that development of the park will be dependent upon compliance with the foregoing schedule. Accordingly, if the design and construction schedule for parcel F-53 is not satisfied, the City may deny building permits within the applicable parcels receiving credits identified in Section 3.12.4.7 whether or not the ownership thereof is under a single owner or multiple owners. City acknowledges and agrees that any failure to comply with such schedule shall not affect the rights of Developer to proceed with the construction of units for which building permits have been issued by the City.

Developer further acknowledges and agrees that, notwithstanding anything else to the contrary in this Amendment or in any assignment of the Development Agreement, including this Amendment, with respect to the obligations under this Section 3.12.4.2, Developer shall be personally responsible for the design and construction of the park improvements for parcel F-53 as and when required hereunder and shall remain personally responsible therefor notwithstanding any subsequent sale or transfer of any parcels designated "Responsible Parcels" for such park improvements and
notwithstanding any assumption of such obligation by any successor in interest to Roseville Fiddyment Land Venture, LLC, unless the City expressly agrees, in writing, to release Roseville Fiddyment Land Venture, LLC from any of such design or construction obligations under this Section3.12.4.2. Notwithstanding the foregoing, City is presumed to have expressly approved the assignment and assumption of this obligation by the West Roseville Development Company, Inc., a Delaware corporation. As a condition of any such assignment that involves a Responsible Parcel, the City may require that Developer or Developer's successor post security in form and amount acceptable to the City to secure the completion of the design and construction of the park improvements for the parcel F-53.

To assist City in monitoring compliance with the park design and construction schedule, as and when Developer applies for building permits within a Responsible Parcel, Developer shall give written notice to the Department, indicating the number of units involved in the permit request and the total number of building permits which have been issued for the Responsible Parcels of which such parcel is a part, as well as the status of the design and/or construction of the parcel F-53.

Department Parks Department
Status Obligation Complete
Section 3.12.4.6
Title Amenities Included in Neighborhood Park Improvements Amendment #1 – Ord. #4324
Obligation Park improvements constructed by Developer for parcel F-53 shall include all utilities and all landscaping and irrigation necessary to serve the park. When installing road improvements adjacent to the park site, Developer shall construct the frontage improvements therefore (excluding landscaping and sidewalks unless the park is developed at the same time as such frontage improvements are being installed) and West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC stub utilities for the park site, subject to direction from the City on balance of the subdivision improvements.

Department Parks Department
Status Obligation Complete
Section 3.12.4.7
Title Neighborhood Park Fee Credits and Reimbursement
Amendment #1 – Ord. #4324
Obligation In consideration of Developer designing and constructing the park on Parcel F-53, Developer shall receive full credit against the neighborhood park fee described in Section 3.12.4, including any adjustment that may be made periodically consistent with the terms of the Development Agreement and this Amendment. Said park fee credits shall apply to all units within parcels F-1, F-2, F-3, F-4 and F-5. Upon completion of the park improvements, Developer shall submit itemized invoices evidencing the costs of all improvements of the park. Credits are estimated to be$1,448,832.00, which is expected to exceed the estimated cost of the park development at $1,261,692.00. If the value of the credits exceeds the costs incurred to complete the park, then the difference shall be paid to the City by the Developer within 30 days of the acceptance of the park improvements by the City.

Department Parks Department
Status Obligation Complete
Section 3.12.5.1
Title Citywide Park Frontage Improvements
Obligations Frontage improvements for city-wide parks shall be included within the fee established by the City for city-wide parks. Developer shall construct city-wide park frontage improvements at the time adjacent roadways are constructed and shall be entitled to a credit against the city-wide park fee for the cost of such frontage improvements in the amount of $46 per unit.

Department Parks Department
Status Obligation Complete
Section 3.12.6
Title Paseo Facilities Provided by Developer
Amendment # 5 – Ord. #5337
Obligation Paseos shall consist of Class I bike trail {s), and landscaping improvements consistent with the design concepts contained in the WRSP Specific Plan and Design Guidelines. Developer shall construct paseos at the time of construction of adjacent small lot subdivisions as follows:

a. Paseo F-90A shall be constructed with residential Parcel F-80; b. Paseo F-908 shall be constructed with residential Parcel F-8C; c. Paseo F-90( shall be constructed with residential Parcel F-7; d. Paseo F-91A shall be constructed with residential Parcel F-7; e. Paseo F-91 B shall be constructed with community commercial Parcel F-6D; f. Paseo F-91C shall be constructed with residential Parcel F6A; g. Paseo F-92A shall be constructed with residential Parcel F-9C; h. Paseo F-928 shall be constructed with residential Parcel F-9C; and I. Paseo F-93 shall be constructed with residential Parcel F-11A.

Department Parks Department
Status Obligation Complete
Section 3.12.7.1
Title Construction and Timing of Bikeway Improvements
Obligation Bikeways shall be constructed to the Bicycle Master Plan consistent with the Phasing Plan. Developer shall construct bikeways within subdivisions with subdivision improvements. Bikeways within roadway rights-of-way shall be constructed with West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC construction of roadway improvements and bikeway under crossings at bridges shall be constructed with bridge improvements. Bikeways within park sites shall be constructed with development of the park sites. All other bike trails shall be the responsibility of the City, unless City requests that Developer construct said bike trail improvements or conditions the development of an adjacent project to complete said section, in which case Developer shall be entitled to reimbursement from City of the actual costs of constructing such improvements in accordance with Section 3.12.7.

Department Alternative Transportation
Status Obligation Complete
Section 3.12.7.2
Title Off-Site Bikeway Connections
Obligation Developer shall construct off-site Class I bikeways along Pleasant Grove Creek from the eastern edge of the Property to the existing bikeway in Veteran's Park, east of the Property and west of Parcel F-85 south to the city-wide park (F-55), as shown in the
Phasing Plan. Such bikeway improvements shall be part of a trail fee. Developer shall therefore be entitled to a credit against the trail fee for the cost of construction of the off site bikeway connections.

Department Alternative Transportation
Status Obligation Complete
Section 3.12.7.3
Title Bike Trail Grading in Open Space PCL F-80
Amendment #5 – Ord. #5337
Obligation At such time as grading activities occur on properties adjacent to Open Space Parcel F-80, the grading will extend into Parcel F-80 to include the rough grading of the future bike trail. The final design concept for the bike trail will be reviewed by City in connection with the City's review of small lot tentative maps for subdivisions adjacent Open Space Parcel F-80. Accommodations for positive drainage including v-ditches and the placement of culverts shall be included at the Developer’s cost and expense. All necessary drainage pipe extensions and outfalls shall be extended beyond the future bike trail and connect to an accepted creek or drainage way. The final trail improvements will be constructed if and when the City is able to secure sufficient funding for the construction of the bike trail either through the WRSP Bike Trail Fee or through other sources. If funding is available, the City reserves the right to condition future project entitlements to complete the construction of the bike trail with reimbursement to the constructing party.

Department Alternative Transportation and Engineering
Status Obligation Complete
Section 3.12.8
Title Entire Park Land Obligation
Obligation The City agrees that the provisions of the Specific Plan and the commitments contained herein satisfy Developer's General Plan park obligations for the dedication and improvement of neighborhood/community and city-wide parks and open space related to development of the Property
Department Parks Department
Status Obligation Complete
Section 3.12.9
Title Pocket Parks
Amendment #1 – Ord. # 4324
Amendment #2 – Ord. # 5337
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation The total number of Pocket Parks to be constructed has increased. Therefore, Section 3.12.9 of the Development Agreement is hereby amended by adding “Parcel F-101” to the list of parcels upon which Pocket Parks are located.

Department Parks Department and Engineering Department
Status Obligation Complete
Section 3.12.9.7
Title Pocket Parks
Amendment #1 – Ord. # 4324
Obligation Developer shall do all of the following:

(a) Developer shall record a declaration of Covenants, Conditions, and Restrictions ("Declaration") against all residential lots on the final subdivision map, advising all prospective owners of residential lots in any subdivision served by a Pocket Park that such Pocket Parks may or may not remain in existence, subject to the availability of funding for their maintenance, and that any Pocket Park whose maintenance is not adequately funded shall be subject to any use deemed appropriate by the City, including residential development consistent with underlying zoning in place at the time of the Pocket Park's creation.

(b) Pursuant to Section 3.20 of this Agreement, Developer consents to and agrees to cooperate in establishing a community facilities district for maintenance ("Maintenance CFD") to cover the costs of maintaining certain facilities. Developer shall provide that the purpose and operation of the Maintenance CFD shall include maintenance of the Pocket Parks during public ownership of the Pocket Parks. The division into zones of benefit of the property subject to the Maintenance CFD under Section 3.20.1.2 shall include creation of zone of benefit relating to the Pocket Parks.

(c) For subsequent subdivision maps, Developer shall record a Declaration of Annexation which makes the lots in each subsequent subdivision map subject to the Declaration.

Department Parks Department
Status Obligation Complete
Section 3.12.10
Title Community Garden
Amendment #5 – Ord. #5337
Amendment #6 – Ord.# 5385 – section deleted
Obligation Developer intends to create a Community Garden in Open Space Preserve Parcel F - 83, north of Parcel F-23. The Community Garden site is 2.0 acres and will include an adjacent 35 (thirty-five) space parking area accessible from a roadway east of Parcel F-

23. The parking lot shall serve a dual purpose of providing parking for the Community Garden and as a trail access point for the Pleasant Grove Creek biking and walking trails. The parking lot shall be included as part of the bike trail network and as such its construction shall be included and reimbursable from the city wide Park Fund established for the Project. Developer shall construct the community garden parking lot when roadways adjacent to Parcel F-23 are constructed. The cost of community garden parking lot construction shall be reimbursable from the City Wide Park Fund, to the maximum amount estimated in the Parks Financing Plan. The Community Garden site shall be dedicated to the City within the Open Space Preserve site. City shall be obligated to administer the use of and maintenance for the Community Garden. The obligations called for under this Section 3.12.10 shall be contingent upon Developer's success in having the Community Garden listed as an identified and approved open space use on the 404 Permit and related O&M Plan. If, despite West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC good faith efforts, Developer fails to obtain approval of the Community Garden use in the 404 Permit and
O&M Plan, the property described as Community Garden site shall remain as Open Space Preserve.

REVISED SECTION 3.12.10. Developer shall construct the community garden parking lot described in Section 3.12.10 of the Development Agreement (including post & cable fencing along the road and utility stubs as requested by City) within 6 months following receipt of written notice from City requesting construction and confirming that there are adequate funds in the City Wide Park Fund to reimbu rse Developer for the cost thereof, weather permitting. City shall review and approve an itemized list of costs of the improvements prior to start of any work. Changes or increases to the approved costs sha11 be reviewed and approved by the City prior to proceeding with the work relating to the change or increase in approved cost. City shall accept the improvements upon completion of construction (including the correction of any punch list items identified during the City's final inspection), and shall reimburse Developer for the cost thereof within 30 days after submission of a written request for reimbursement which shall include all contracts, invoices and supporting documentation of costs.

Department Parks Department
Status Section deleted
Section 3.12.11
Title Open Space Preserve Areas
Obligation Developer shall obtain from the Army Corps a 404 Permit to fill wetland resources in conjunction with development of the Property, a condition that requires the preservation of certain environmental habitat. The areas in which such habitat will be preserved are known as Open Space Preserve Areas and consist of the following eight parcels:

1. 2. A 55.9 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat, open space, community garden, bike trail and parking lot, as shown as Parcel F-83;

3. 5. A 12.2 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail shown as Parcel F-86;

6. A 10.3 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail shown as Parcel F-87;

7. A 16.6 acre, more or less, portion of the Property for the purposes of drainage, flood control, and preservation of flood plain, wetland habitat and open space, including a bike trail shown as Parcel F-88; and

8. A 0.8 acre, more or less, portion of the Property for the purpose of preservation of wetland habitat and open space, including a bike trail shown as Parcel F-89.

Department Parks Department
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Status Obligation Complete
Section 3.12.11.1
Title Conveyance of Open Space Preserve Areas
Obligation Upon the satisfaction by Developer of all conditions of the 404 Permit, completion and acceptance by the City and involved regulatory agencies of any corresponding Operations and Management Plan ("O&M Plan") related thereto and the expiration of any required monitoring/reporting period that may be required to demonstrate compliance with any on site habitat creation which is part of compensatory mitigation under the 404 permit associated therewith, and subject to the formation of the Maintenance CFD as described in Section 3.20, Developer shall convey to the City and City shall accept, in fee, the property comprising the Open Space Preserve Areas
Department Parks Department
Status Obligation Complete
Section 3.12.11.2
Title Open Space Frontage Improvement
Obligation Upon the satisfaction by Developer of all conditions of the 404 Permit, completion and acceptance by the City and involved regulatory agencies of any corresponding Operations and Management Plan ("O&M Plan") related thereto and the expiration of any required monitoring/reporting period that may be required to demonstrate compliance with any on site habitat creation which is part of compensatory mitigation under the 404 permit associated therewith, and subject to the formation of the Maintenance CFD as described in Section 3.20, Developer shall convey to the City and City shall accept, in fee, the property comprising the Open Space Preserve Areas.

Department Parks Department
Status Obligation Complete
Section 3.13
Title School Fee Agreements
Obligation Developer has entered or will enter into separate written agreements with the Roseville City School District and the Roseville Joint Union High School District (collectively "the Districts"), prior to any subdivision map approval or issuance of any building permit, to mitigate the impacts of development of the Property on said Districts. Such agreements outline the timing and delivery of school sites and the timing and obligation for school construction. With the execution thereof, City agrees that so long as Developer is not in default of said agreements, City shall process and approve any subdivision maps or other such entitlements for the Property and issue any building permits for development thereof consistent with the Entitlements.

Developer agrees that a default under any of these school agreements shall also constitute a default under this Agreement.

Department Engineering and Building Division
Status Obligation Complete - Agreements entered
Section 3.14
Title Fire Station Site
Obligation Developer shall dedicate to City a 3.1-acre site (F-73) for use as a fire station at the location in the Specific Plan. The timing for such dedication shall be prior to issuance of the first residential building permit within the Project. Prior to acceptance of the fire station site by City, Developer shall rough grade to accommodate fire station construction, and construct public services to the site.

Department Fire Department and Building Division
Status Obligation Complete - WRSP PCL F-73 (APN: 017-100-059 & 068 portion of) was West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC dedicated to the City on July 12, 2006 (Doc #2006-0074401). Parcel rough graded prior to dedication.

Section 3.15.6
Title Signage for Future Public Facilities
Obligation Developer shall provide and install signage at the following public facility sites to alert residents of future facilities: recycled water tank site, fire station site (F-73), electric substation site (F-65), well sites (F-66 and F-67), park sites (F-50, F-51, F-52, F-53, F-54, F-55, F-56) and school sites (F-70, F-71, F-72), per City specifications and applicable sign permits.

Department Planning Division, Environmental Utilities, Parks Department, Fire Department, and Electric Department
Status Obligation Complete
Section 3.15.8
Title Orthophotography of Site
Obligation Developer agrees to participate with Placer Investors and pay its fair share of cost of orthophotography of the WRSP site for which City estimates the total cost for the WRSP site to be approximately $26,760. Payment shall be due within ten (10) days after the first large lot map approval for the WRSP.

Department Engineering Division and IT Department
Status Obligation Complete - Fee paid.

Section 3.19
Title Completion Of Improvements
Obligation City generally requires that all improvements necessary to service new development be completed prior to issuance of building permits (except model home permits as may be provided by the City's Subdivision Ordinance). However, the parties hereto acknowledge that some of the CFD Improvements associated with the development of the Property may not need to be completed to adequately service portions of the Property as such development occurs. Therefore, as and when portions of the Property are developed, all CFD Improvements required to service such portion of the Property in accordance with the Entitlements (e.g., pursuant to specific tentative map conditions or other /and use approvals) shall be completed prior to issuance of any building permits within such portion of the Property (except permits for model homes, which may be issued sooner in accordance with the City's subdivision ordinance). Provided, however, the Public
Works Director may approve the issuance of building permits prior to completion of all such CFD Improvements if the improvements necessary to provide adequate service to the portion of the Property being developed are substantially complete to the satisfaction of the Public Works Director.

All wet utilities to be installed by Developer will be subject to the review and approval of the City Environmental Utilities Department. In connection therewith, Developer shall be responsible for coordinating the alignment of all such planned and future utilities within the applicable rights-of-way to the satisfaction of the City Environmental Utilities Director.

Department Environmental Utilities and Public Works Department Status Obligation Complete
Section 3.20.2
Title Obligations
The Maintenance CFD shall provide the funds required for the performance of the following maintenance, monitoring and reporting obligations.

3.20.2.1 Autumn leaf cleanup for collector and local streets;

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

3.20.2.2 Maintain park improvements for the neighborhood park sites;

3.20.2.3 Maintain paseos, medians, and landscape corridors along roadways within the Project, and including the median on Fiddyment Road from Pleasant Grove Boulevard to Blue Oaks Boulevard and the median on Blue Oaks Boulevard from Fiddyment Road to the eastern boundary of the Project;

3.20.2.4 Maintain Pocket Parks;

3.20.2.5 Maintain bikeways located within Open Space Preserves outside of parks and paseos;

3.20.2.6 Maintain City and neighborhood entry features within the Property, public rights-of-way and ancillary landscaping;

3.20.2.7 Conduct the environmental mitigation monitoring, and the annual review thereof, as required by the Mitigation Monitoring Plan for the Project;

3.20.2.8 Conduct all monitoring, reporting and adaptive management for Open Space Preserve areas consistent with the 404 Permit and O&M Plan. City may, at its election, create a non-profit foundation, or contract with an existing conservancy or similar organization, to oversee perpetual maintenance, monitoring, reporting and adaptive management requirements of and for Open Space Preserve Areas with funding provided by the Maintenance CFD;

3.20.2.9 Maintain all water quality structural controls and drainage swales constructed between storm drain outfalls and receiving waters;

3.20.2.10 Maintain flood control facilities including detention basins;

3.20.2.11 Maintain open space areas including general maintenance, signage maintenance and trash and debris collection;

3.20.2.12 Maintain creeks for flood flows and provide debris collection;

3.20.2.13 Maintain fire breaks within open space areas;

3.20.2.14 Maintain the community garden and associated facilities including parking lot;

3.20.2.15 Maintain bus shelters, bus stops and bus signs; and

3.20.2.16 Maintain a Replacement Reserve Fund for repair and replacement of entry features, sound walls, signage, lighting, and other special features including trellis and shed structures, etc. included in the areas maintained by the Maintenance CF D, as indicated in the Design Guidelines
Department Finance Department
Status Obligation Complete
Section 3.21
Title Community Facility DDistrict - Services
Obligation 3.21.1 Formation.

3.21. 1.1 Consent. Waiver and Special Benefit. No residential building permit, excluding permits for model homes, shall be issued until a Services CFD has been West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC formed to include the Property ("Services CFD"). Developer consents to and shall cooperate in such formation or other such financing mechanism for services purposes and consent herewith to the levy of such special taxes as are necessary to fund the maintenance obligations described in Section 3.21.2. For purposes of Article 13D of the California Constitution, Developer acknowledges hereby that all the services described herein to be provided by the Services CFD will provide a "special benefit" to the
Property as defined by said Article and that the foregoing support and consent shall apply as to any claim that any portion of the services supported by the special tax does not provide special benefit to the Property. The initial amount of the assessment shall be $285 per dwelling unit equivalent.

3.21.1.2 Zones of Benefit. The Services CFD may be divided as necessary into zones of benefit among which the amount of assessment may vary.

Department Finance Department
Status District Formed – Obligation Complete
Section 3.21.2
Title Obligations
Obligation The Services CFD shall provide the funds required to offset the WRSP's impact on City general fund resources available to pay for municipal services citywide, including the WRSP. The funds shall be utilized for general fund purposes. A portion of the funds, in the annual amount of $13.35 per dwelling unit equivalent, shall be allocated and utilized as an ongoing transit subsidy
Department Finance Department
Status Obligation Complete
Section 3.22.3
Title Public Parcel Exclusion
Obligation Developer expressly agrees that Parcels conveyed or to be conveyed to the City, Roseville City School District or Roseville Joint Union High School District shall be excluded from any assessment imposed by the Stormwater Management CFD, and acknowledges that such parcels do not and will not receive a special benefit from the Stormwater Management CFD.

Department Finance Department
Status Obligation Complete
Section 3.25
Title Sun City Homeowners Association Contribution
Obligation Prior to issuance of the first building permit in the WRSP, Developer and Placer Investors shall deposit with City the sum of $150,000 for use by the Sun City Homeowners Association (HOA) as hereafter provided. The purpose for the funds is to pay for Specific Improvement projects that may be requested by the HOA and which relate to Sun City and the development of the WRSP. Projects may include, but are not limited to, landscape improvements, sound walls, or traffic improvements to Del Webb Boulevard. Any roadway improvements or traffic control devices proposed by the HOA would be subject to City's review, approval and determination that the proposed improvements are warranted, based on then current City and State of California standards, and that the proposed improvements would not cause or exacerbate safety issues.

Department Building Division and Development Services Department Status Obligation Complete. Landowner directly issued payment to Sun City HOA for improvements.

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC

Development Agreement Obligations Not Complete as of December 2023

Section 2.1
Title Permitted Uses
Obligation The permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, and location of public improvements, and other terms and conditions of
development applicable to the Property shall be those set forth in the Entitlements and this
Agreement.

Department Planning Division
Status Ongoing obligation
Section 2.2
Title Vested Entitlements
Amendment #1 – Ord. #4324
Amendment #2 – Ord. #4668
Amendment #3 – Ord. #4767
Amendment #5 – Ord. #5337
Amendment #6 – Ord. #5385
Amendment #8 – Ord. #6208
Obligation Low Density Residential: 3,240 units on 769.8 net Medium Density Residential: 836 units on 80.51 net acres High Density Residential: 1,792 units on 72.48 net acres Community Commercial: 45.78 net acres
Business Professional: 0.0 net acres
Park: 203.0 net acres
Open Space: 340.12 net acres
Open Space (paseo): 6.66 net acres
Schools: 71.95 net acres
Fire Station: 2.51 net acres
Electric Substation: 1.55 net acres
Well Sites: 0.52 net acres
Other Public (RoW): 111.73 net acres

Low Density Residential: 3,241 units on 770.1 net
Medium Density Residential: 836 units on 80.51 net acres High Density Residential: 1,792 units on 72.48 net acres Community Commercial: 45.78 net acres
Business Professional: 0.0 net acres
Park: 203.0 net acres
Open Space: 340.12 net acres
Open Space (paseo): 6.66 net acres
Schools: 71.95 net acres
Fire Station: 2.51 net acres
Electric Substation: 1.55 net acres
Well Sites: 0.22 net acres
Other Public (RoW): 111.73 net acres
Department Planning Division
Status Ongoing obligation
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Section 2.6
Title Affordable Housing
Amendment #1 – Ord. #4324
Amendment #5 – Ord. #5337
Obligation Developer shall provide 417 587 units affordable to very low, low and middle income households.

Amendment #1 – Any adjustment based on actual development shall be subject to the approval of the Community Services Director.

Department Housing
Status Ongoing obligation – adjustments have been made.

Section 2.6.1.1
Title Required Agreements
Obligation Prior to the approval of each final small lot residential subdivision map containing lots for affordable purchase units, the parties shall enter into City's then current form Affordable Purchase Housing Development Agreement for such residential purchase units affordable to middle-income households. Specific requirements of the agreement will be determined by the Economic Development Director.

Department Housing Division
Status Not recorded yet – Ongoing obligation
Section 2.6.1.2
Title Content
Obligation The Affordable Purchase Housing Development Agreement shall, for each such residential lot subdivision, set forth, among other things, the distribution of the affordable housing units within the subdivision and Developer's obligations for marketing the affordable units. No City subsidies will be required to provide residential purchase units affordable to middle-income households.

The Affordable Purchase Housing Development Agreement shall include specific requirements for marketing of affordable purchase units, inclusion or modifications of amenities, exterior materials and finishes, alternate means of satisfying the affordable housing obligation, and best efforts requirements.

Department Housing Division
Status Not recorded yet – Ongoing obligation
Section 2.6.1.5
Title In Lieu Fee Affordable Housing
Obligation 2.6.1.5 In Lieu Fee - Affordable Housing. In the event City adopts a fee to be paid in lieu of constructing either rental or purchase housing affordable to moderate, low or very low income households, Developer shall be eligible to pay such in lieu fee rather than construct affordable housing units on the Property.

Department Housing Division
Status Ongoing obligation
Section 2.6.2.1
Title Multi-Family Affordable Rental Units – Affordable Obligation Amendment #3 – Ord. #4767
Amendment #5 – Ord. #5337
Amendment #10 – Ord. #6639
Amendment # 11 – Ord. #6776

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation Affordable Obligation. Developer agrees that 586 affordable rental units will be reserved within the Property, including 235 units for rental to very low income households and 235 units for rental to low income households, and 116 units for rental to middle-income households as follows:

Parcel Very Low
Income Rental
Units
Low Income
Rental Units
Middle- Income
Rental Units
F-6B 66 66 63
F-8A 0 0 53
F-20 78 76 0
F-22 91 93 0

Developer agrees that 587 affordable rental units will be reserved within the Property, including 235 units for rental to very low income households, 235 units for rental to low income households, and 117 units for rental to middle-income households, as follows:

Parcel Very Low
Income Rental
Units
Low Income
Rental Units
Middle Income
Rental Units
F-20 78 76 0
F-22 91 93 0
F-6B 66 66 63
F-8A 0 0 53

Department Housing Department
Status One of two documents recorded obligations current and ongoing - Not developed yet Section 2.6.2.2
Title Transfer/Satisfaction of Obligation
Amendment #5 – Ord. #5337
Amendment #6 – Ord. #5337
Obligation At the request of Developer, the affordable rental housing obligation (or any portion thereof) may be transferred, with the consent of the Economic Development Director, from one Parcel within the Property to another Parcel within the Property. No such transfer shall require an amendment to this Agreement, but City and Developer shall execute an instrument memorializing such transfer of obligation that shall be recorded against the affected parcels, with reference to this Agreement. Provided, however, in no event shall a transfer result in any one parcel containing more than 200 affordable units.

Department Housing Division
Status No transfers requested yet – Ongoing obligation
Section 2.6.2.4
Title Facilities District
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation The Economic and Community Services Director shall maintain a list of low and very low-income affordable rental units for each Parcel which is subject to an Affordable Housing Development Agreement (or applicable City-approved form) and, on or about May 1 of each calendar year, shall send a copy of such Affordable Housing Development Agreement(s) to the City Finance Director. In reliance thereon, the Finance Director shall, to the extent allowed by law, set the applicable special tax for each such Parcel by using 50% of the number of low and very low-income income affordable rental units within each such Parcel to determine the number of units assessed for special tax purposes for each such Parcel.

Department Housing Division
Status Ongoing obligation
Section 3.1
Title Development, Connection and Mitigation Fees
Obligation Except as otherwise provided in Section 2.5 of this Agreement, any and all required payments of development, connection or mitigation fees by Developer shall be made at the time and in the amount then required by City ordinances, applicable to the Project. Wherever this Agreement obligates Developer to design, construct or install any improvements, the cost thereof may be provided by Developer, or by traditional assessment district, CFD or other such financing mechanism, subject to and in accordance with the provisions thereof and with City approval.

Department Development Departments
Status Ongoing Obligation
Section 3.4
Title Public Utilities within Rights of Way
Obligation All public utilities shall be located within the rights-of-way to be granted by Developer to City for the arterials, collectors and other local streets within the Property or within public easements granted by Developer to City for such purposes. Accordingly, upon approval of the final large lot subdivision map (or any phase of it), or demand of the City based upon service needs, whichever occurs first, Developer agrees to grant and convey to City the rights-of-way for any arterials, collectors, local streets, or public easements that include the area within which such public utilities will be located. If such utilities need to be installed prior to the construction of the applicable street(s), Developer shall grant a temporary public utility easement which shall merge with the rights-of-way upon completion of the applicable street improvements. The width of the rights-of-way for the applicable roadways, including the area for utilities and power line corridors, shall be as shown in the Specific Plan.

Developer shall also grant and convey to City, with each of the foregoing roadway easements, a non-exclusive, co-extensive easement for sidewalk/pedestrian egress purposes. Each such easement shall be as depicted in the Specific Plan and shall be located within the right-of-way for the adjacent roadway as shown in the Specific Plan.

Nothing in this Agreement shall be construed to limit or restrict the right of the City to require the dedication of an easement for utility or power line corridor purposes related to development of any parcel when such requirement would be otherwise consistent with the reasonable exercise of the police powers of the City and is reasonably related to a requirement to serve the parcel or parcels adjacent to the easement.

Department Environmental Utilities and Electric Departments West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Status Ongoing Obligation
Section 3.5.5
Title Road Improvement Standards
Amendment #1 – Ord. #4324
Obligation Amendment #1:

All improvements to be installed by Developer shall be designed and constructed pursuant to the Improvement Standards and development standards in effect for the City at the time the improvement plans are initially submitted to the City for review and approval by the City and the submittal is deemed complete by the City.

All improvements to be installed by Developer shall comply with the City's development standards for public streets in effect as of the effective date of this Agreement. The rights-of-way required for such road improvements shall be as set forth in the Specific Plan, or, if not shown in the Specific Plan, then as set forth in the City's Improvement
Standards.

Department Engineering Division
Status Ongoing obligation
Section 3.5.6
Title Landscape Setbacks
Obligation For the roadways within and/or adjacent to the Property, Developer shall establish the applicable landscape setbacks provided therefor by the Specific Plan and/or Design
Guidelines. Such setbacks shall be measured generally from back of curb, except bus turnouts, may encroach into the landscape setback to the extent permitted by the Specific Plan Design Guidelines. Such landscape setbacks shall be limited to landscaping, streetlights, utilities, sidewalks, sound walls and related uses, and shall be included in the road rights-of-way, adjacent to single family residential parcels.

Such areas shall not be included within rights-of-way adjacent to non-residential areas as set forth in the Specific Plan.

Department Engineering Division
Status Ongoing obligation
Section 3.5.6.1
Title Separated Sidewalks
Obligation Developer shall ensure that all residential property improved with separated sidewalks shall be subject to recorded CC&R's containing a requirement that the owner of a residential unit immediately adjacent to a separated sidewalk is responsible for the maintenance of parkway strip landscaping and street trees located between the separated sidewalk and curb. Separated sidewalks shall be designed to a standard of five feet (5') of landscaping measured from back of curb followed by four feet (4') of sidewalk.

Department Engineering Division and City Attorney
Status Attorney: Evaluation of inclusion of condition done at time of submittal of CC&R’s.

Ongoing obligation.

Section 3.5.6.2
Title Transition from Landscape Corridor to Open Space Parcels Obligation Developer shall be responsible for the construction of a natural, drought tolerant landscape transition between street landscaping and open space areas on Parcels F-84, F-85, F-86, F-87 and F-88 along Blue Oaks Boulevard and Hayden Parkway.

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC The landscape transition shall be designed and installed consistent with illustrations contained in the Design Guidelines. Such transition landscaping shall be installed at the time adjacent roadways are constructed.

Department Parks Department and Planning Division
Status Ongoing obligation
Section 3.5.8
Title Update of City Fee
Amendment #4 – Ord. #5211
Obligation Developer acknowledges that as a result of approval of the Specific Plan, the City will need to update the Capital Improvement Program and Traffic Mitigation Fee to include the Specific Plan. Developer and City shall use their best efforts to cause such update to be completed within twelve (12) months of the date hereof. Until such update has been completed and approved by the City, Developer agrees to pay the fee rate then currently charged to the North Industrial Plan Area. To the extent that the Traffic Mitigation Fee adopted for the WRSP is higher than that charged in the North Industrial Plan Area, Developer shall pay the difference as a surcharge to future Traffic Mitigation Fee obligations on a per-DUE basis for the remaining DUEs within the WRSP. To the extent that the Traffic Mitigation Fee adopted for the WRSP is lower than that charged in the North Industrial Plan Area, Developer shall receive a credit against future Traffic Mitigation Fee payments until such time as the amount of the overpayment is exhausted.

The portion of Blue Oaks Boulevard identified as Segment 2 on Exhibit "C" attached to this Fourth Amendment shaII be constructed as part of the City's Capital Improvement Program. Funding for Segment 2 shall come from Traffic Mitigation Fees. To provide assurance that adequate funds from Traffic Mitigation Fees are available to fund construction of Segment 2, fifty percent (50%) of Traffic Mitigation Fees collected from Phases 3 and 4 of the Property shall be set aside by City for the purpose of funding the construction of Segment 2, until such time as Segment 2 is constructed and fully funded.

Department Engineering Division and Building Division
Status Ongoing obligation
Section 3.5.9
Title Highway 65 Joint Powers Authority
Obligation Developer agrees that the Property shall be subject to and shall pay the Highway 65 Joint Powers Authority Fee. City shall initiate and complete the actions necessary to amend the Highway 65 JPA Fee to include the Property and Developer hereby consents to and waives any objection to such inclusion.

Developer agrees that until such time as the Highway 65 JPA Fee is amended to include the Property, Developer shall pay the fee applicable to the North Industrial Plan Area in the amounts and at the times specified by the Highway 65 JPA Fee program. If Developer pays the Interim Highway 65 JPA Fee and the Interim Highway 65 JPA Fee exceeds the Highway 65 JPA Fee as amended, then the excess amount collected shall be applied as a credit toward Highway 65 JPA Fees on a per DUE basis for the remaining DUE's within the Specific Plan. If the Interim Highway 65 JPA Fee is less than the amended Highway 65 JPA Fee, the total amount of the shortfall shall be added as a surcharge to such future Highway 65 JPA Fee on a per DUE basis.

Nothing in this Section shall be construed as an agreement to an allocation of West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC assessment or benefit to a particular parcel or parcels or to constitute a waiver of the right of Developer to protest an allocation of a particular assessment burden or benefit associated with the updates of the foregoing fee programs.

Department Engineering and Building Division
Status Ongoing obligation
Section 3.5.10
Title South Placer Regional Traffic Fee
Obligation Developer agrees that the Property shall be subject to and pay the South Placer Regional Traffic Fee ("SPRTA Fee") as established by the Placer County Transportation and Planning Agency ("PCTPA") and adopted by the City. City shall initiate and complete the actions necessary to amend the SPRTA Fee to include the Property and Developer hereby consents to such inclusion.

Developer agrees that until such time as the SPRTA Fee is amended to include the Property, the fee applicable to the North Industrial Plan Area shall apply to the Property and Developer shall pay such fees ("Interim SPRTA Fee ") in the amounts and at the times specified in the SPRTA Fee Program. If Developer pays the Interim SPRTA Fee, and the Interim SPRTA Fee exceeds the amended SPRTA Fee, then the excess amount collected shall be applied as a credit toward SPRTA Fee on a per DUE basis for the remaining DUE's within the Specific Plan. If the Interim SPRTA Fee is less than the amended SPRTA Fee that is ultimately adopted for the Property, the total amount of the shortfall shall be added as a surcharge to future SPRTA Fee on a per DUE basis.

Department Engineering and Building Division
Status Ongoing obligation
Section 3.5.11
Title Bridges
Amendment #4 – Ord. #5211
Obligation Developer shall construct a total of five bridges, three on site and two off-site per the Phasing Plan. The Coyote Creek bridge shall be designed to accommodate Wastewater Treatment Plant service vehicles access under the bridge for travel to the Wastewater Treatment Plant outfall structure. Upon completion of construction of the bridge over Pleasant Grove Creek on Blue Oaks Boulevard west of Crocker Ranch Road. Developer shall receive a credit against City traffic mitigation fees pursuant to Section 4.2 for the cost of adding three additional travel lanes.

Developer shall receive a credit against City's Traffic Mitigation Fee for its costs to construct those bridges included within the City's Capital Improvement Program (CIP) as identified in the Infrastructure Phasing & Reimbursement Schedule Exhibit "00."

Concurrent with the construction of Phase 2 of Fiddyment Ranch, in accordance with the Phasing Plan, construct the south half of the Blue Oaks Boulevard Bridge over Kaseberg Creek adjacent to Parcel F-54 to provide two travel lanes, two bike lanes, Curb/gutter/sidewalk/hand rail (south side only), barriers, streetlights, joint trench and in-street utilities. Developer shall receive transportation fee credits from the City of Roseville in an amount equal to the cost of the bridge improvements constructed by Developer.

Department Public Works Department and Engineering Division Status Ongoing obligation
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Section 3.5.13
Title Access to Residences within MOU Area
Obligation With Placer Investors, Developer shall maintain accesses to existing residences within the MOU area. All such accesses shall be maintained continuously during construction.

Department Engineering Division
Status Ongoing obligation
Section 3.5.14
Title Light Rail Funding
Obligation Developer consents to and agrees that any then-undeveloped portion of the Property, for which no building permit has been issued, shall participate to the extent of its fair share in a city-wide funding mechanism for the extension and operation costs of light rail into the City of Roseville at such time as a light rail project and associated funding mechanism are approved.

Department Alternative Transportation
Status Ongoing obligation
Section 3.5.15
Title Watt Avenue Extension and Improvement Fee
Obligation Developer consents to and agrees that any then-underdeveloped portion of the Property, for which no building permit has been issued, shall participate to the extent of its fair share in a city-wide funding mechanism for the extension and improvement of Watt Avenue at such time as a Watt Avenue extension or improvement and associated funding mechanism may be approved.

Department Engineering Division
Status Ongoing obligation
Section 3.5.17
Title City-County Fee
Obligation Developer acknowledges that City and Placer County are considering adoption of a funding mechanism for improving certain roads in the vicinity of the WRSP, including Baseline Road, Walerga Road and Fiddyment Road. Developer consents and agrees that the Property shall participate, to the extent of its fair share, in a city-wide funding mechanism for such road improvement.

Department Engineering Division
Status Ongoing obligation
Section 3.5.17.1
Title Placer County Traffic Mitigation Fee
Amendment #5 – Ord. #5337
Amendment #7 – Ord. #5863
Obligation As more particularly described below, Developer agrees to pay to City at the time building permits are issued within the planning areas described below, a fee of $125 per DUE (the "Placer County Traffic Mitigation Fee") to provide fair share funding to Placer County as full mitigation of impacts on the Placer County roadway circulation system for roadways in the adopted County Capital Improvement Program at the date of approval of this Agreement that are north of Interstate 80, west of Highway 65, and outside of County approved specific plan areas
(excluding Watt Avenue (Santucci Boulevard) and the extension of Vista Grande Boulevard as provided in Section 3.5.15 above) for the additional 1,189 LDR and West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC MDR units and the 472 HDR units. Once established, the Placer County Road Impact Fee shall be adjusted annually after the completion of annexation proceedings for the Specific Plan by the percentage of change in the CCI.

The Placer County Traffic Mitigation Fee will be collected within the following planning areas of the Seventh Amendment Property consistent with Large Lot Tentative Map PL16-0364, and as shown on attached Exhibit "B": F-6A1, F-6A2, F- 6B1 F- 6C1, F-6C2, F-8A, F-8B, F-10A1, F-10A2, F-10B1, F-10B2, F-10C1, F-10C2, F-11B, F-13A-1, F-13A-2, and F-13B-3 (14 units). Planning area F-13B-3 is currently approved for 45 units. Concurrently with the City's approval of a small lot final subdivision map for planning area F-13B-3, lot numbers 1 through 14 within F-13B-3 will be subject to the Placer County Traffic Mitigation Fee.

Department Engineering Division
Status Ongoing obligation
Section 3.5.19
Title Fee Credits/Reimbursement for Construction of CIP Improvements Obligation Developer shall be entitled to credits against or reimbursement from City traffic mitigation fees for the cost of constructing roadway improvements that are included in
City's roadway capital improvement program ("Roadway CIP") and identified in this Agreement.

Department Engineering Division
Status Ongoing obligation
Section 3.5.20
Title Sun City Traffic Improvements
Obligation In the event that City's Public Works Director determines that the traffic volume on Del Webb Boulevard has become worse than level of service (LOS) B, then City will meet with the Sun City Homeowners Association to discuss potential operational improvements for use in the event that the traffic volume degrades to worse than LOS C. Payment of the sum required under Section 3.25 shall satisfy any and all obligations of Developer under this Section.

Department Engineering Division
Status Ongoing obligation
Section 3.6.1
Title Master Wastewater Plan
Obligation Developer shall construct wastewater conveyance facilities to connect the Project to the Pleasant Grove Wastewater Treatment Plant (''Treatment Plant"). Timing and sizing for the construction of such facilities shall be consistent with the Infrastructure Phasing and Reimbursement Schedule. Where wastewater conveyance facilities are to be located within roadways, such facilities shall be installed concurrent with the construction of the corresponding road improvements, if not earlier.

All weather maintenance access roads shall be provided to sewer improvements that are not located within roadways. All weather access ramps and approaches shall be provided as necessary for the facilities.

Department Environmental Utilities
Status Ongoing obligation
Section 3.6.2
Title Improvement Standards
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation All sanitary sewer improvements shall be designed and constructed pursuant to City's then current Improvement Standards and shall be subject to City plan review, construction inspection and final approval. Developer shall pay then current plan check, mapping and inspection costs as incurred by City for review, mapping and inspection of such improvements.

Department Environmental Utilities
Status Improvement plans are being conditioned – Ongoing obligation Section 3.6.3
Title Access to Manholes
Obligation All manholes shall be located so that they are accessible by City sewer maintenance vehicles unless otherwise approved by the Environmental Utilities Director. All manholes shall be made watertight during construction. Developer shall maintain access for City sewer maintenance vehicles to all existing manholes in the Specific Plan. Where feasible, maintenance roads shall be combined with bikeways.

Department Environmental Utilities
Status Improvement plans are being conditioned – Ongoing obligation Section 3.6.4
Title Public Utility Easements
Obligation Where wastewater improvements to be constructed by Developer are not located within road rights-of-way, as and when Developer installs such wastewater improvements, Developer shall grant and City shall accept a non-exclusive public utility easement for the ownership and maintenance of such lines, together with access thereto for maintenance purposes. Easement widths shall be granted in accordance with the City's Improvement Standards.

Department Environmental Utilities
Status Improvement plans are being conditioned – Ongoing obligation Section 3.6.6
Title Oversizing of Wastewater Facilities - Reimbursement Obligation Subject to the provisions of Section 4.2 of this Agreement, Developer shall be entitled to reimbursement from third parties whose property is benefited by Developer's construction of wastewater facilities required by City in which there exists capacity in excess of that required to serve the development of the Property. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property and other property benefited by such construction. Specific wastewater facilities subject to reimbursement pursuant to this Section 3.6.6 and Section 4.2 of this Agreement.

Department Environmental Utilities
Status Ongoing obligation
Section 3.7.2
Title Financing of Water Supply
Obligation Developer shall have no obligation to install or pay for the installation of any off -site water storage, treatment or transmission facilities, except through the payment of water connection fees levied and collected by the City at the time of development pursuant to the existing City ordinances and this Agreement.

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Department Environmental Utilities
Status Ongoing obligation
Section 3.7.3
Title Contribution to Water Meter Retrofit Program
Obligation In furtherance of its water conservation program, City has implemented a Water Meter Retrofit Program. To participate in the Water Meter Retrofit Program and to provide a benefit to the City and existing City residents, Developer shall pay to City, at the time of building permit, the sum of $115.00 per dwelling unit equivalent (DUE), inflated annually based upon the Engineering News Record, Construction Cost Index for the United States, average of the 20 cities and San Francisco (CCI).

Should such index no longer exist the Director of Environmental Utilities shall select a similar index which in his opinion fairly estimates the inflation factor applicable to construction.

Department Environmental Utilities and Building Division Status Ongoing obligation
Section 3.7.5
Title Groundwater Wells
Amendment #8 – Ord. #6208
Obligation Developer shall dedicate to City Parcel F-66 in Phase 1 and Parcel F-67 in Phase 2 and shall construct two (2) groundwater wells at the approximate locations and prepare the wells according to industry standards subject to approval by the Environmental Utilities Director. Exact locations of wells and well sites and qualifications of the design firm, well drilling contractor and construction inspection services provider shall be reviewed and approved by the Environmental Utilities Director prior to construction. The wells shall be designed to include Aquifer Storage and Recovery capabilities and, to the extent feasible, shall achieve a yield of approximately 1,800 gallons per minute. Developer shall drill the wells upon the earlier of the need for each well to provide water services to the Project, or prior to residential construction and concurrent with construction of adjacent roadways. City shall be responsible for construction of the above ground portions of the groundwater well facilities (site improvements and pumping facilities).

Amendment #8
ATC Realty One, LLC
Developer shall dedicate to City Parcel F-67 in Phase 1 and shall construct one.(1) groundwater well at the approximate location shown on Revised Exhibit "W" &nd prepare the well according to industry standards subject to approval by the Environmental Utilities Director. The exact location of the well and well site and qualifications of the design firm, well drilling contractor and construction inspection services provider shall be reviewed and approved by the Environmental Utilities Director prior to construction. The well shall be designed to include Aquifer Storage and Recovery capabilities and, to the extent feasible, shall achieve a yield of approximately 1,800 gallons per minute (GPM). Developer shall drill the well upon the earlier of the need for the well to provide water services to the Project, or prior to residential·construction and concurrent with construction of adjacent roadways. City shall be responsible for construction of the above ground portion of the groundwater well facility (site improvements and pumping facilities).

It has been determined that the Phase 2 well site (F-66) DOES NOT have access to groundwater of such quality that only disinfection will be required to meet the California Drinking Water Quality Standards. In lieu of providing a production well at West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC the Phase 2 well site (F-66) Developer shall fund the drilling of a well, to be located off-site of the Eighth Amendment Property, on property selected and acquired by the City. The cost of drilling the off-site production well shall be an amount mutually agreed to by City and Developer at the time that the City is ready to drill the offsite well, and the Developer shall pay the well drilling cost to the City upon City's written notification to the Developer of City's readiness to begin drilling of the off-site well.

Notwithstanding the foregoing, if the City adopts a revised water connection fee which encompasses the costs of constructing the groundwater well (including, but not limited to, permitting, design, construction, design support during the construction phase, construction management, inspection, administrative and legal), the Developer shall be relieved of the obligation to pay the well drilling cost to the City for the off-site well, described in the preceding paragraph of this Section 3.7.5.

Monitoring wells have been constructed on the F-66 well site, and it has been determined that the site was not suitable for a production well. As a result the F -66 well site is to be reduced to a parcel that contains the existing monitoring wells, and the remainder of the original F-66 well site is to be converted to a single family residential lot. The process for converting the F-66 well site to a residential lot shall be as follows:
- The portion of the F-66 (Lot 21) well site containing the Monitoring Well shall be deeded to the City.
- The Irrevocable Offer of Dedication for the remainder of the F-66 (Lot 21) well site shall be quit claimed by the City.
- The Adjacent Lot D (the F-66 well site driveway parcel) shall be quit claimed by the City and by the original grantor of the parcel to the Developer.
- Th City shall issue a Certificate of Compliance verifying that the two parcels consist of one buildable single family detached lot. - The Developer shall construct the following improvements to the resultant monitoring well site prior to issuance of a building permit for the single family residence:
- Widen the sidewalk along Fiddyment Road adjacent to the monitoring well site at F-66 to provide parking for maintenance access.Modification of the exiting curb and gutter may be required to accommodate maintenance vehicle access to the area.
- Construct a 6' high masonry wall along the north boundary of the monitoring well site.
- Construct a 6' high open iron fence along the southeast boundary of the monitoring well site, including a 10' wide gate. - Construct a 3' wide walkway between the widened section of the Fiddyment Road sidewalk and the monitoring well site.

Department Environmental Utilities
Status Ongoing obligation - water quality at F-66 is unsuitable for our purposes so no well will be built in that location. However, DAA#8, states that in lieu of providing a production well at F-66, the developer shall fund the drilling of a well at an off-site location. Off-site well location is still to be determined.

Section 3.7.6
Title Water Conservation Measures
Amendment #5 – Ord. #5337
Amendment #6 – Ord. #5385
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation Developer and its successors shall implement a water conservation program. The program shall include compliance with the City's Water Efficient Landscape Ordinance. Such water conservation measures shall be disclosed to each purchaser of real property within the Property.

Developer shall implement the water conservation plan attached to this Fifth Amendment as Exhibit SS in its development of the Property (the "Water Conservation Plan"). The Water Conservation Plan shall include compliance "the City's Water
Efficient Landscape Ordinance and outline all water conservation measures being implemented within the Property and measures to ensure a water conservation objective of a reduction in water use by 20.4% over current land use characteristics in the Property are achieved in perpetuity, and shall be approved at the discretion of the Environmental Utilities Director prior to issuance of the first building permit in the Property. Such water conservation measures shall include, but are not limited to, smart timers, re-circulating hot water systems, and turf limitations. The measures implemented shall be disclosed to each purchaser of real property within the Property. Modifications to the Water Conservation Plan that are approved by the Environmental Utilities Director shall not require an amendment to the Development Agreement.

Developer shall implement the water conservation plan attached to this Sixth Amendment as Exhibit RR in its development of the Sixth Amendment Property (the "Water Conservation Plan"). The Water Conservation Plan shall include compliance with the City's Water Efficient Landscape Ordinance and outline all water conservation measures being implemented within the Sixth Amendment Property and measures to ensure a water conservation objective of a reduction in water use by

20.4% over current land use characteristics in the Sixth Amendment Property are achieved in perpetuity, and shall be approved at the discretion of the Environmental Utilities Director prior to issuance of the first building permit in the Sixth Amendment Property. Such water conservation measures shall include, but are not limited to, smart timers, re-circulating hot water systems, and turf limitations. The measures implemented shall be disclosed to each purchaser of real property within the Sixth Amendment Property. Modifications to the Water Conservation Plan that are approved by the Environmental Utilities Director shall not require an amendment to the Development Agreement.

Department Environmental Utilities
Status Ongoing obligation
Section 3.7.7
Title Instant Hot Water Feature
Obligation Every residential unit within the Project shall include a recirculating hot water system, or similar technology to provide instantaneous hot water at each hot water faucet.

Department Environmental Utilities
Status Ongoing obligation
Section 3.8.6
Title Public Utility Easements
Obligation Where the water facilities to be constructed by Developer are not located within road rights-of-way, as and when Developer installs such water facilities, Developer shall grant and City shall accept a non-exclusive public utility easement the width of which shall be in accordance with the City's then current Improvement Standards, for the West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC ownership and maintenance of such lines, together with access thereto for maintenance purposes only.

Department Environmental Utilities
Status Ongoing obligation
Section 3.8.7
Title Water Softeners
Obligation As part of its development of the Project, Developer and its successors and assigns shall not provide water stub outs for the installation of water softeners.

Department Environmental Utilities
Status Ongoing obligation
Section 3.8.8
Title Disclosures to Buyers
Obligation Developer shall disclose to all residential and non-residential buyers that the Property will be served by both surface water and groundwater supplies and that variations in the appearance, taste and color of water may be noticed from time to time and include such disclosure in the CC&Rs for the Property. The disclosure shall describe the location of groundwater wells and water storage facilities. As further disclosure, Developer shall install signage at future water facility sites describing the facilities to be constructed on the subject site. Signs shall conform to City specifications. The Environmental Utilities Director must review and approve sign layouts prior to installation.

Department Environmental Utilities Department
Status Ongoing obligation
Section 3.8.9
Title Coordination with Construction by PCWA
Obligation PCWA has expressed interest in coordinating with City and Developer the future construction by PCWA or others of water conveyance facilities (including, but not limited to, a large diameter water line) within the Fiddyment Road right-of-way. In order to facilitate such cooperation with PCWA, Developer shall, prior to the commencement of improvement plan design to Fiddyment Road, provide a construction schedule for the improvements to PCWA. Thereafter, to the extent that such coordination can be accomplished without cost and/or delay to Developer in the development of the Project, Developer and City shall cooperate with PCWA in the construction of such water conveyance facilities.

Department Environmental Utilities
Status obligation complete
Section 3.9.2
Title Oversizing of Recycled Water Facilities - Reimbursement Obligation Subject to the provisions of Section 4.2 of this Agreement, Developer shall be entitled to reimbursement from third parties whose property is benefited by Developer's construction of recycled water facilities required by City in which there exists capacity in excess of that required to serve the development of the Property. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property
And other property benefited by the construction.

Any such reimbursement shall be paid upon the earlier of the formation of a CFD and issuance of bonds for such CFD serving development by such third West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC parties or recordation of the first small lot subdivision map serving the development by such third party.

Department Environmental Utilities
Status Ongoing obligation
Section 3.9.4
Title Recycled Water use Disclosure to Buyers
Obligation Developer shall disclose to all buyers that recycled water shall be used for irrigation of parks and landscape setbacks, medians, paseos and other landscape areas including all multi family and non-residential landscaping uses. Such disclosure shall be included in the CC&Rs for the Property.

Department Environmental Utilities and City Attorney
Status Attorney: Evaluation of disclosures done at time of submittal of CC&R’s. Ongoing obligation.

Section 3.10.1
Title Other Agency Approval
Obligation Prior to issuance of any building permit or grading permit, Developer shall obtain, at its expense, all permits and agreements as required by other agencies having jurisdiction over drainage, water quality or wetlands issues including, but not limited to, the Regional Water Quality Control Board ("RWQCB"), the U.S. Army Corps of Engineers and the California Department of Fish and Game.

Developer shall prepare and implement a Storm Water Pollution and Prevention Plan (SWP3), and shall construct and maintain Best Management Practices (BMPs) as required by law, the SWP3 and as approved by the City, concurrently with construction of any improvements. Developer shall obtain a permit from the RWQCB for the General Construction Storm Water Permit Compliance Program, as required by law, prior to the start of any construction, including grading on the Property.

Department Engineering and Building Division and Environmental Utilities Status Ongoing obligation
Section 3.10.2
Title Storm Drains
Obligation Developer shall construct storm drain mains and laterals in accordance with the Master Drainage Plan and with the City's then current improvement standards and shall provide laterals to serve all parcels on the Property, including, but not limited to, park sites. Storm drain laterals shall be constructed to the property line concurrently with the construction of connecting open channels or storm drain mains. Developer may use "cast in place" pipe for storm drains which are 24" in diameter or larger.

Storm drainage system designs shall include applicable Best Management Practices with the goal of reducing pollutants from entering receiving waters in accordance with the City's Stormwater Management Program and avoid other isolated wetlands in accordance with the 404 Permit and O&M plan.

Department Engineering Division
Status Ongoing obligation
Section 3.10.4
Title Drainage Easements
Obligation Where drainage facilities to be owned and maintained by City are to be constructed by Developer and are not located within road rights-of-way, as and when Developer installs such drainage improvements, Developer shall grant and City shall accept a West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC non-exclusive public utility easement for the ownership and maintenance of such lines, together with access thereto for maintenance purposes only. Easement widths shall be granted in accordance with the City's then current Improvement Standards.

Department Engineering Division
Status Ongoing obligation
Section 3.11.2
Title Streetlights
Obligation Concurrent with the construction of the adjacent roadways, Developer agrees to construct, or finance construction of, streetlights within the Property, as directed by the
Electric Utility Director. Except as may otherwise be permitted by the Electric Utility Director, no street shall be opened to the public unless and until streetlights have been installed in accordance with the Specific Plan and applicable requirements of the Electric Department. Developer agrees that the street lights within the Property shall be installed consistent with the City-approved roadway lighting standards to include decorative street lights approved by the City and as shown in the WRSP Design
Guidelines.

Department Electric Department
Status Ongoing obligation
Section 3.11.3
Title Electric Efficiency
Obligation In order to balance conservation efforts with energy supplies, residential air conditioning units shall have a Seasonal Energy Efficiency Ratio (SEER) of 2 points above minimum as defined by the State of California in Title 24 of the Code of California Regulations and an Energy Efficiency Ratio (EER) of 12 or greater.

Commercial air conditioning units 5 tons or less (<65,000 Btu/h) shall meet the Consortium for Energy Efficiency (CEE) Tier II specifications. The SEER/EER ratings will be specified on building plans and Title 24 compliance certificates at the time building permits are requested.

All two-story homes shall have a zoned HVAC system with two units and two thermostats or one unit and two thermostats that will control the upstairs and downstairs independently. These requirements may be utilized in the overall energy compliance calculations required for the issuance of a building permit.

Department Electric Department and Building Division
Status Ongoing obligation
Section 3.11.5
Title 60kV Disclosure
Obligation Developer shall include a notice in the project CC&R's and its sales documentation advising property owners adjacent to the 60kV easement area that the City may utilize the public utility easements along the west side of Fiddyment Road and north side of Blue Oaks Boulevard to construct 60kV overhead electric lines.

Department Electric Department and City Attorney
Status Attorney: Evaluation of disclosures done at time of submittal of CC&R’s. Ongoing obligation.

Section 3.12.3
Title Financing for Parks
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Obligation The construction of improvements to parks within the Property shall be financed from the payment by Developer of the city-wide and neighborhood park fees established for the Specific Plan and in the West Roseville Specific Plan Parks, Bike Tr ails and Paseos Financing Plan.

In the event that areas to the south, west or north of the WRSP are approved for development, City shall take all reasonable measures within its authority to subject such areas to fees or assessments reflecting the extent to which such development is served by WRSP park facilities.

Department Parks Department
Status Ongoing obligation
Section 3.12.4
Title Neighborhood Park Fee
Obligation Upon the issuance of each residential building permit within the Project, Developer shall pay a neighborhood park fee to fund neighborhood park construction. Such neighborhood park fee shall be $2,156 per single-family residential unit and $1,528 per multi-family residential unit, subject to annual adjustment, on July 1, based on the percentage change in the CCI (Construction Cost Index).

The Neighborhood Park Fee, as calculated herein, is figured on 95% of the total dwelling units proposed to be entitled in the Plan Area for construction of Neighborhood Parks within the WRSP. The 5% reduction in units shall protect the City in the event that Developer under builds the number of units assigned to large lot parcels as a result of Density Transfers consistent with Section 2.3 of this Agreement. City may conduct an annual re-assessment of park fees and adjust fee upward if underutilization of entitled dwelling units exceeds the initial 5%.

At the end of each development phase, City shall review development progress of Neighborhood Parks to determine if development is on target as it relates to collection of park fees by phase. City shall review the development phase with overall neighborhood park development and any impacts, particularly if subsequent phases will need to utilize funding previously collected for development. At the completion of all residential and neighborhood park development, according to the park financing plan for the WRSP, if there are any remainder fees, City shall, within thirty (30) days of filing a notice of completion for the last neighborhood park for the WRSP, refund to Developer any remainder fees.

Department Parks Department and Building Division
Status Parks – ongoing , Building - ongoing
Section 3.12.5
Title City-Wide Park Fee
Obligation Upon the issuance of each residential building permit within the Project, Developer shall pay a city-wide park fee to fund the construction of city-wide park facilities within the Property. Such city-wide park fee shall be $1,776 per single-family residential unit within the Property and $1,776 per multi family residential unit, subject to annual adjustment, on July 1, based on the percentage change in the CCI. Park fees will fund construction of two city-wide parks on the Property (Parcels F-54, F-55 and F-56).

Department Parks Department and Building Inspection
Status Parks – ongoing, Building - ongoing
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Section 3.12.7
Title Bike Trail Fee
Obligation Upon the issuance of each residential building permit within the Project, Developer shall pay a bike trail fee to fund bike trail construction within the Property.

Such bike trail fee shall be $529 per single-family residential unit and $375 per multi-family residential unit, subject to annual adjustment on July 1, based on the percentage change in the CCI.

At the request of the City and provided that sufficient funds are available, Developer shall construct, consistent with City standards, segments of bike trails that are adjacent to the construction of subdivision improvements by Developer. In such instances, Developer shall be entitled to reimbursement by City from the bike trail fee for the actual cost of constructing the adjacent bike trail improvements, but not to exceed the costs specified in the Parks Financing Plan, as and when such funds become available.

Department Parks and Alternative Transportation
Status Ongoing obligation (Alt Trans)
Section 3.15.1
Title Fire Tax
Obligation Developer or its respective successors shall pay the Fire Service Construction Tax at issuance of building permit as set forth at Chapter 4.46 of the Roseville Municipal Code. In the event that the Fire Service Construction Tax is not extended by City or otherwise discontinued Developer or its successors shall continue, through Project buildout, to pay a fee at issuance of building permit equal in amount to the discontinued Fire Service Construction Tax. Developer hereby consents to and waives any objection to the imposition of such substitute fee.

Department Building Division and Fire Department
Status Ongoing obligation
Section 3.15.2
Title Placer County Capitol Facilities Fee
Obligation In consideration of the annexation of the Property to City, Developer shall pay the Placer County Capital Facilities Fee adopted by the City, in the amount then being assessed by the City; provided, however, if such impact fee is not effective or is for any reason suspended by the City, then Developer shall pay such fee in the amount previously assessed by the City. Such fee shall be paid upon the issuance of each building permit within the Property.

Department Building Division
Status Ongoing obligation
Section 3.15.3
Title Public Benefit Fee
Obligation As partial consideration for this Agreement, to offset a portion of the impact of the Project and the associated tax sharing agreement with Placer County, and to ensure that the Project will benefit current and future residents of Roseville, Developer shall pay a Public Benefit Fee at the time of obtaining each residential building permit for the Project. The Public Benefit Fee for each low density and medium density residential unit shall be $1,280. The Public Benefit Fee for each high density residential unit shall be $845
Department Building Division
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Status Ongoing obligation
Section 3.15.4
Title General Fund Contribution
Obligation As partial consideration for this Agreement, to offset a portion of the impact of the Project and the associated tax sharing agreement with Placer County, and to ensure that the Project will produce a positive net fiscal impact on the City, Developer shall pay a General Fund Contribution as follows: At the time of obtaining each residential building permit for the Project, Developer shall pay a General Fund Contribution of $1,060 for each low density and medium density unit, and $700 for each high density unit.

Department Building Division
Status Ongoing obligation
Section 3.15.5
Title Liens. Encumbrances. Covenants. Conditions and Restrictions.

Obligation Except as approved by City or provided for by this Agreement, all property to be conveyed in fee to City pursuant to this Agreement shall be free of any liens, financial encumbrances, special taxes, hazardous materials or assessments. Developer shall, for each such conveyance, provide to City, at Developer's expense, a current preliminary title report and preliminary site assessment for hazardous materials in a form approved by the City Attorney. Any policy of title insurance required by City shall be at City's expense. In addition, the minimum required usable area of the electric substation site (Parcel F 65) shall be dedicated in fee, free and clear of all wetlands, riparian corridor and required setbacks.

Department City Attorney
Status Evaluation done at time of conveyance. Ongoing obligation.

Section 3.15.7
Title Library Facilities
Obligation Developer agrees to participate and pay its fair share of the capital cost of library services in the event that the City should amend its current city-wide Public Facilities Fee to include library facilities or adopts any other equitable financing mechanism for the provision of library facilities.

Department Library Department
Status Ongoing obligation
Section 3.15.9
Title Refuse and Green Waste Bins
Obligation Developer agrees to pay City $170 (subject to any City-wide increase for this charge) per single-family residential unit for one (1) 90 gallon automated refuse container and one (1) automated green waste container disposal bin at issuance of building permit.

Department Environmental Utilities and Building Division Status Ongoing obligation
Section 3.5.10
Title Construction Waste
Obligation Developer shall require construction contractors and subcontractors to reduce construction waste by recycling a minimum of 50% of construction waste materials or that all construction waste be delivered to the Placer County Western Regional Materials Recovery Facility where recyclable materials will be removed. Developer West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC shall require that contractors and submit records of waste diversion and disposal to the City's Environmental Utilities Department in order to verify compliance with this requirement.

Department Environmental Utilities
Status Ongoing obligation
Section 3.15.11
Title Air Quality Program
Amendment #5 – Ord. #5337
Obligation Developer shall pay the Placer County Air Pollution Control District ("PCAPCD") Air Quality Mitigation Fee to be used for projects, programs and services that will reduce emission sources to the direct benefit of City residents. Such projects, programs and services may include, but shall not be limited to, replacement of non - EPA certified wood stoves, transit vehicle conversions, and retrofitting vehicles and clean or burning alternative fuels. The PCAPCD Air Quality Mitigation Fee shall be paid upon issuance of each residential building permit issued within the Fifth Amendment Property, in the amount of $260.58 per DUE. The City shall remit all payments to PCAPCD on or before January 30 of each calendar year.

Department Building Division
Status Ongoing obligation
Section 3.15.12
Title Traffic Signal Coordination Fee
Obligation As partial consideration for this Agreement and to offset certain anticipated traffic impacts, Developer shall pay a Traffic Signal Coordination Fee to coordinate traffic signals for improved traffic operations in the City. The fee shall be paid upon issuance of each building permit, in the amount of one hundred dollars ($100) per dwelling unit equivalent. For purposes of this section, the total dwelling unit equivalents shall be 10,323, consistent with the calculation for traffic impact fees (and not the same as for public facilities impacts).

Department Public Works Department and Building Division Status Ongoing obligation
Section 3.15.13
Title Transit Shuttle Service Fee
Amendment #1 – Ord. #4324
Obligation Developer shall pay the Transit Shuttle Service Fee to provide a shuttle service from the Specific Plan to the Watt Avenue/Interstate 80 light rail station. The fee shall be paid upon issuance of each building permit, in the amount of $52.50 per dwelling unit equivalent, inflated annually based upon the Engineering News Record, Construction Cost Index for the United States, average of the 20 cities and San Francisco (CCI)."
Department Alternative Transportation
Status Ongoing obligation
Section 3.15.14
Title South Placer Animal Control Shelter Fee
Amendment #1 – Ord. #4324
Obligation Developer shall pay the South Placer Animal Control Shelter Fee for the future construction of a South Placer Animal Control Shelter. The fee shall be paid upon issuance of each residential building permit in the amount of fifty dollars ($50) per dwelling unit.

Department Building Division
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Status Ongoing obligation
Section 3.15.15
Title Downtown Benefit Fee
Amendment #5 – Ord. #5337
Amendment #7 – Ord. #5863
Obligation
Developer acknowledges and agrees to pay to City at the time building permits are issued within the planning areas described below, the Downtown Benefit Fee, for the additional 1,189 LDR and MDR units and the 472 HDR units being added to the Fi fth Amendment Property in connection with this Fifth Amendment. The Downtown Benefit Fee is $5,000 per unit.

The Downtown Benefit Fee will be collected within the following planning areas of the Seventh Amendment Property consistent with Large Lot Tentative Map PL16-0364, and as shown on attached Exhibit "B": F-6A1, F-6A2, F-6B, F-6C1, F-6C2, F-8A, F- 8B, F-10A1, F-10A2, F-10B1, F-10B2, F-10C1, F-10C2, F-11B, F-13A-1, F-13A-2, and F-13B-3 (14 units). Planning area F-13B-3 is currently approved for 45 units.

Concurrently with the City's approval of a small lot final subdivision map for planning area F-13B-3, lot numbers 1 through 14 within F-13B-3 will be subject to the Downtown Benefit Fee.

Department Building Division
Status Ongoing obligation
Section 3.16
Title EIR Mitigation Measures
Amendment #5 – Ord. #5337
Obligation Notwithstanding any other provision in this Agreement to the contrary, as and when Developer elects to develop the Property, Developer shall be bound by, and shall perform, all mitigation measures contained in the Plan ElR (as amended by the Subsequent EIR conducted connection with the Fifth Amendment to this Agreement) to such development which are adopted by City and are identified in the mitigation monitoring plan or the Plan EIR (as amended by the subsequent ElR) as being a responsibility of Developer.

Department Planning Division
Status Ongoing obligation
Section 3.18
Title Community Facilities District – Project Infrastructure Obligation 3.18.1 Formation.

Developer and City have agreed to form an overlay community facilities district with respect to the Property. Therefore, the following is hereby added to the end of Section 3.18.1 of the Development Agreement:

Developer and City shall form an overlay community facilities district for the purpose of financing the construction and/or acquisition of public infrastructure and facilities within the Property (the "Overlay CFD"). Overlay CFD funds may be used to retire Project CFD debt on the Property and to construct and/or acquire the improvements and facilities listed in Exhibit F. Formation of the Overlay CFD shall be pursuant to and consistent with the requirements of this Agreement and Government Code Section 53311, et seq. The total special taxes under this Section 3.18 for individual units, according to land use type, within the Overlay CFD shall be less than or equal to, but not more than, the total special taxes for equivalent West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC individual unit types under this Section 3.18 prior to the increase in housing density allowed by this Fifth Amendment and related General and/or Specific Plan amendments and the formation of the Overlay CFD. Those portions of the Property within the boundaries of and subject to the overlay
CFD are shown in Exhibit RR. Developer shall be allocated a share of the infrastructure costs and shall be assessed special taxes in a fair and proportionate manner as specified in a tax formula agreed to by City and Developer.

3.18.1.1 Nothing in this section shall be construed to require Developer to form a CFD nor, if formed, to preclude the payment by an owner of any of the Parcels to be included within the CFD a cash amount equivalent to its proportionate share of costs for the CFD Improvements, or any portion thereof, prior to the issuance of bonds.

3.18.1.2 Concurrent with any formation of a CFDO, Developer and City shall enter into a shortfall agreement, in form and substance acceptable to City, whereby Developer shall covenant to finance its fair share of the costs of the CFD Improvements, to the extent that the bonds issued by the CFD do not provide sufficient funding for the completion of such Improvements.

3.18.1.3 Nothing herein shall be construed to limit Developer's option to install the public improvements through the use of traditional assessment districts or private financing.

Department Finance Department
Status CFD formed - Ongoing levy obligation
Section 3.18.2
Title Effect of CFD Financing on Credits and Reimbursements Obligation Wherever the terms of this Agreement provide for (a) credits or (b) reimbursements to Developer for construction of certain improvements, and such improvements are financed by the CFD, development fees otherwise applicable to such improvements shall be adjusted as necessary to reflect construction with CFD funds.

Department Finance Department
Status Ongoing obligation
Section 3.20
Title Community Facilities District – Maintenance
Obligation 3.20.1. 1 Consent, Waiver and Special Benefit. No residential building permit, excluding permits for model homes, shall be issued until a Maintenance CFD has been formed to include the Property ("Maintenance CFD"). Developer consents to and shall cooperate in such formation or other such financing mechanism for maintenance purposes and consents hereby to the levy of such special taxes as are necessary to fund the maintenance obligations described in Section 3.20. 2. For purposes of Article 13D of the California Constitution, Developer acknowledges hereby that all the services
described herein to be provided by the Maintenance CFD will provide a "special benefit" to the Property as defined by said Article and that the foregoing support and consent shall apply as to any claim that any portion of the services supported by the special tax does not provide special benefit to the Property. The Maintenance CFD will fund maintenance of landscaping, open space and neighborhood parks in accordance with the requirements established by the financing mechanism.

3.20.1.2 Zones of Benefit. The Maintenance CFD may be divided as necessary into zones of benefit and among which the amount of assessment may vary.

West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Department Finance Department
Status Maintenance District formed – Ongoing CFD levy obligation Section 3.20.3
Title Public Parcel Exclusion
Obligation Developer expressly agrees that Parcels conveyed or to be conveyed to the City, Roseville City School District or Roseville Joint Union High School District shall be excluded from any assessment imposed by the Maintenance CFD, and acknowledges that such parcels do not and will not receive a special benefit from the Maintenance CFD.

Department Finance Department
Status Ongoing City obligation
Section 3.21.3
Title Public Parcel Exclusion
Obligation Developer expressly agrees that Parcels conveyed or to be conveyed to the City, Roseville City School District or Roseville Joint Union High School District shall be excluded from any assessment imposed by the Services CFD, and acknowledges that such parcels do not and will not receive a special benefit from the Services CFD.

Department Finance Department
Status Ongoing obligation
Section 3.22
Title Community Facilities District – Stormwater Management Obligation

3.22.1 Formation.

3.22.1.1 Consent. Waiver and Special Benefit. No residential building permit, excluding permits for model homes, shall be issued until a Stormwater Management CFD has been formed to include the Property ("Stormwater Management CFD").

Developer consents to and shall cooperate in such formation or other such financing mechanism for Stormwater Management purposes and consents hereby to the levy of such special taxes as are necessary to fund the obligations described in Section

3.22.2. For purposes of Article 13D of the California Constitution, Developer acknowledges hereby that all the services described herein to be provided by the Stormwater Management CFD will provide a "special benefit" to the Property as defined by said Article and that the foregoing support and consent shall apply as to any claim that any portion of the services supported by the special tax does not provide special benefit to the Property. The initial amount of the annual assessment shall be $18 per dwelling unit.

3.22.1.2 Zones of Benefit. The Stormwater Management CFD may be divided as necessary into zones of benefit and among which the amount of assessment may vary.

3.22.2 Obligations. The Stormwater Management CFD shall provide the funds required for conducting, managing and financing the WRSP's portion of the City's Stormwater Management Program as required by the EIR for mitigation.

Department Finance Department
Status Budgeted in the Maintenance (Services) CFD -Ongoing obligation Section 3.23
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Title Encroachment Permits, Landscape Maintenance Easements Obligation Developer and City agree to grant encroachment permit(s) or maintenance easements to the Maintenance CFD, Developer or City or their agents, employees, successors, assigns, agents and employees, for the purpose of entry into the landscape easement and setback areas or City property (including streets and rights - of-way) to perform the maintenance obligations described herein.

Department Finance Department
Status Ongoing obligation
Section 3.24
Title Disclosure to Subsequent Purchasers
Amendment #1 – Ord. #4324
Obligation This Agreement shall constitute notice to all successors to Developer hereunder, and to all subsequent purchasers of any lots and/or residential units within the Property, of the following matters:

1. Designation of Fiddyment Road and Blue Oaks Boulevard as truck routes.

2. Designation of Phillip Road, Hayden Parkway, Bob Doyle Drive and Market Street (on Placer Investors Property) as a temporary truck route until Phillip Road and Blue Oaks Boulevard are connected.

3. The existence of a Development Agreement on the Property.

4. The Project will be served by surface water supplies and, in emergency and drought conditions, by groundwater supplies.

5. Recycled water will be used to irrigate parks and landscape setbacks, medians, paseos and other landscape areas including all multi-family and non-residential landscaping uses.

6. Requirement to implement water conservation measures.

7. Public utility easements may be used to construct 60kV overhead electric lines along the west side of Fiddyment Road and on the north side of Blue Oaks Boulevard.

8. Exclusive utility easement may be used for high-pressure natural gas line through the area to serve the Roseville Energy Park.

9. Requirement for fifty percent (50%) reduction in construction waste stream.

10. Location of the Pleasant Grove WWTP and associated facilities.

11. Location of the proposed Roseville Energy Park.

12. Location of Regional Soccer Complex.

13. Location of schools and parks within one mile.

14. Location of proposed off-leash dog park on Parcel F-54.

15. Parcels adjacent to Open Space may have a public bike trail adjacent to West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC residential lots.

16. Potential for proposed Placer Parkway within WRSP boundaries.

17. Proposed location of a retention basin on the Reason Farms property.

18. Location of well sites and water storage facilities.

19. Owners of residential units adjacent to separated sidewalks shall be responsible to maintain area between curb and sidewalks.

20. Location of Pleasant Grove WWTP outfall.

21. Location of recycled water tank site and pumping station facilities.

22. Location of solid waste recycling center.

23. Masonry walls or enhanced wood fencing including walls adjacent to landscape corridors, parks, open space and other public facilities, are installed in the right of way, on public property. The face of the wall/fence on the private property side shall be maintained by the private property owner. The wall and the face of the wall on the public property shall be maintained by the City with CFD maintenance funds.

24. Livestock grazing may occur within the open space preserve areas.

25. Every residential unit is equipped with a recirculating hot water system, or similar technology to provide instantaneous hot water at each hot water faucet.

If Developer records any Property CC&Rs, such CC&Rs shall include the foregoing disclosures and the foregoing disclosures shall not be omitted or deleted from the CC&Rs without the City Attorney's prior written approval.

Department City Attorney
Status Evaluation of disclosures done at time of submittal of CC&R’s. Ongoing obligation.

Section 3.26
Title Fee Adjustments Resulting from Under-Building
Amendment #1 – Ord. #4324
Obligation City's collection of certain fees in this Agreement is dependent on the number of building permits issued within the Plan Area. Such fees include the Bike Trail Fee (Section 3.12.7), Public Benefit Fee (Section 3.15.3), General Fund Contribution (Section 3.15.4 ), Air Quality Fee (Section 3.15.11 ), Traffic Signal Coordination Fee (Section 3.15.12), Transit Shuttle Service Fee (Section 3.15.13) and South Placer Animal Control Shelter Fee (Section 3.15.14), hereinafter "Building Permit Fees." To protect the City in the event that Developer under-builds the number of units assigned to large lot parcels as a result of Density Transfers (consistent with Section2.3 of this Agreement), City and Developer shall, prior to Developer recording the first final map in Phase 3 and the last final map in Phase 3, review the total amount of Building Permit Fees paid to date. In the event that Developer has or is projected to under-build the number of units in the WRSP, City may adjust Building Permit Fees upward to account for the underutilization of entitled dwelling units.

Department Building and Engineering Division and Alternative Transportation Status Ongoing obligation
Section 3.27
West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC Title Air Quality Mitigation Fee
Amendment #1 – Ord. #4324
Obligation Developer shall pay the Placer County Air Pollution Control District Air Quality Mitigation Fee. The fee shall be paid upon issuance of each residential building permit in the amount of One Hundred Thirty-Four Dollars and Ten Cents ($134.10) per dwelling unit. The City shall remit all payments to the Placer County Air Pollution Control District on or before January 30 of each calendar year until year 2025 or the Project is built out, whichever occurs later.

Department Building Division
Status Ongoing obligation
Section 3.28
Title Sierra College Boulevard (Town of Loomis)Fee
Amendment #1 – Ord. #4324
Obligation Developer shall pay the Sierra College Boulevard (Town of Loomis) Fee. The fee shall be paid upon issuance of each residential building permit in the amount of Seventy-Five Dollars ($75.00) per dwelling unit. The City shall remit all payments to the Town of Loomis by December 31 of each calendar year until the City issues the final building permit for the Project.

Department Building Division
Status Ongoing obligation
Section 5.2
Title Annual Review
Obligation City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Developer with the terms of this Agreement. Such periodic review shall be limited in scope to compliance with the terms of this Agreement pursuant to Section 65865.1 of the Government Code and the monitoring of mitigation in accordance with Section21081.6 of the Public Resources Code of the State of California. Notice of such annual review shall include the statement that any review of obligations of Developer as set forth in this Agreement may result in termination of this Agreement. A finding by City of good faith compliance by Developer with the terms of the Agreement shall be conclusive with respect to the performance of
Developer during the period preceding the review. Developer shall be responsible for the cost reasonably and directly incurred by the City to conduct such annual review, the payment of which shall be due within thirty (30) days after conclusion of the review and receipt from the City of the bill for such costs.

Upon not less than thirty (30) days written notice by the City, Developer shall provide such information as may be reasonably requested and deemed to be required by the City in order to ascertain compliance with this Agreement.

In the same manner prescribed in Section 10, the City shall deposit in the mail to Developer a copy of all staff reports and related exhibits concerning contract performance and, to the extent practical, at least ten (10) calendar days prior to any such periodic review. Developer shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before the City Council or, if the matter is referred to the Planning Commission, before the Planning Commission.

If City takes no action within thirty (30) days following the hearing required under Roseville Municipal Code Section 19.94.080, or any successor thereof or West Roseville Specific Plan - Fiddyment Land Venture, LLC Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Fiddyment Land Venture, LLC amendment thereto, Developer shall be deemed to have complied in good faith with the provisions of the Agreement.

Department Development Services
Status Ongoing obligation

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Owner Name: 1600 Placer Investors, L.P.
1420 Rocky Ridge, Ste 265
Roseville, CA 95661

Westpark Associates
1420 Rocky Ridge, Ste 265
Roseville, CA 95661

Current Agreement: Development Agreement by and between the City of Roseville and 1600 Placer Investors, L.P. to the West Roseville Specific Plan.

Name/Landowner Effective Date Term Ordinance Number 1600 Placer Investors, L.P. March 24, 2004 20 years 4049

Amendments:
#1 – April 14, 2006 4364
#2 – April 17, 2009 4723
#3 – Feb. 4, 2011 4910
#4 – Aug. 16, 2013 5210
#5 – Sept. 6, 2013
5217
#6 – Jan. 16, 2015 5441
#7 - Jun. 3, 2017 5680
#8 – Nov. 19, 2017 5871
#9 – Apr. 7, 2021 6342

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Note: Map below indicates property governed by Landowners per the initial Development Agreements

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Development Agreement Obligations Complete as of December 2023

Entitlements shall be contingent upon annexation of property into the City of Roseville.

Department Plannin g and Development Services
Status Obli gation complete. Annexation application approved by LAFCO on July 14, 2004.

Section 2.6.1
Title Affordable Purchase Residential Units
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217 – Section Deleted
Obligation Developer agrees that 85 units will be reserved on the Property as detached and/or attached single-family residential units affordable to middle-income purchasers as follows:

Parcel
Total Units in Parcel Middle Income Purchase
Units
PCL W-16 150 42
PCL W-19 155 43
Total 85

Developer agrees that 85 units will be reserved on the Property as detached and/or attached single- family residential units affordable to middle-income purchasers within Parcel W-19 in Phase 4. Such units shall be distributed throughout the parcel.

Developer agrees that 59 units will be reserved on the Property as detached and/ or attached single- family residential units affordable to middle-income purchasers as follows:

Parcel
Total Units in Parcel Middle Income Purchase
Units
PCL W-19 252 59

Such units shall be distributed throughout the parcel.

Department Housin g Department
Status Section deleted
Section 2.6.1.1
Title Required A greement
Obligation Prior to the approval of each final small lot residential subdivision map containing lots for affordable purchase units, the parties shall enter into City's then current form Affordable Purchase Housing Development Agreement for such residential purchase units affordable to middle-income households. Specific requirements of the agreement will be determined by the Economic and Community Services Director.

Department Housin g Department and Engineering Division West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Status Obli
gation complete
Section 2.6.1.2
Title Content
Obligation The Affordable Purchase Housing Development Agreement shall, for each such residential lot subdivision, set forth, among other things, the distribution of the affordable housing units within the subdivision and Developer's obligations for marketing the affordable units. No City subsidies will be required to provide residential purchase units affordable to middle-income households.

Department Housin g Department
Status Obli gation complete
Section 2.6.1.6
Title Facilities Districts
Obligation The Economic and Community Services Director shall maintain a list of middle- income affordable units that are conveyed pursuant to an Affordable Purchase Agreement (or applicable City-approved form) and, on or about May 1 of each calendar year, shall send a copy of such Affordable Purchase Agreement(s) to the City Finance Director. In reliance thereon, , the Finance Director shall, to the extent allowed by law, set the applicable special tax for the middle-income affordable purchase units within each such Parcel at a level equal to fifty percent (50%) of the applicable special tax for the balance of the units within said Parcel.

Department Housin g Department and Finance Department
Status Obligation Complete. – CFD #1 infrastr ucture (bond) district has been formed and infrastructure improvement proceeding – Series 2006 issue of second series sold 09/2006. Both bond series refunded into Series 2015.

Bond sale complete.

Section 2.7.1
Title 404 Permi t
Obligation Developer has obtained verification fr om the U.S. Army Corps of Engineers that approximately 16.19 acres of vernal pools and 3.87 acres of wet swales/channels exist on the Property. Developer shall obtain from the U. S. Army Corps of Engineers (the "Army Corps") a permit (the "404 Permit") to fill specific wetland resources in conjunction with development of the Property. Developer shall diligently pursue and obtain issuance of the 404 Permit and any amendment, modification or supplement thereto, or an additional 404 Permit if required, in order to implement the Project, including but not limited to off-site improvements such as Phillip Road, Blue Oaks Boulevard and Pleasant Grove Boulevard. Such 404 Permit or Permits shall be approved, with conditions satisfactory to the City if such conditions impact any public uses or improvements to be conveyed pursuant to this Agreement, prior to commencement of construction of any improvements on the Property. Developer intends to mitigate the impacts of such wetland fills through a combination of on-site preservation, off-site preservation and/or on-site and off-site creation of wetland resources.

It is anticipated that the 404 Permit will require preservation and/or creation of wetland resources within the Property ("Preserve Area"). At the election of the City, City and Developer shall cooperate with one another in the formation of a conservanc
y or fee financing mechanism provided for in Section 3.20, with the West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

authority to assume and/or administer the costs of maintaining the Preserve Area in accordance with the 404 Permit.

Department En gineering Division / Environmental Coordinator Status Obli gation complete
Section 2.7.3
Title Facilities Included in 404 Permit
Obligation Developer shall use its best efforts to ensure that the approval of its 404 Permit includes development of the bike paths, fuel modification areas, water quality structures and drainage and flood control facilities, and ancillary improvements described in the Specific Plan and this Agreement. To the extent feasible, these improvements should be located within the outer 50 feet of Open Space Preserves.

In this regard, Developer shall include the location of proposed bike paths, fuel modification areas, passive recreation areas, water quality structures and drainage and flood control facilities on all maps and/or exhibits accompanying all 404 Permit applications to ensure all proposed open space improvements are disclosed and considered by the Corps during 404 Permit processing and drafting of permit conditions. If any significant modifications are proposed which conflict in any manner with the Entitlements related thereto and to the planned location and improvement of the bike paths as a result of approval of the 404 Permit, the revised relocation and/or improvement of such paths or other facilities shall be resubmitted to the City for review. The City may approve or deny any request to relocate any of the paths or other facilities within or outside of the Open Space
Preserves and the review of such modifications shall be made in accordance with CEQA.

Department En gineering Division / Environmental Coordinator Status Obli gation complete
Section 2.7.4
Title Operation and Mana gement Plans
Obligation Developer and Fiddyment shall be resp onsible for the cost of preparation of any required Operations & Management Plan ("O&M Plan") required for the 404 Permit.

Further, Developer and Fiddyment shall be responsible for the cost of the City's preparation, pursuant to the August 18, 2000 MOU between the City and the United States Fish and Wildlife Service, an overarching management plan to maintain consistent management strategies among the City's preserves and preserve areas created b
y the Project.

Department Development and Operations Department/ Environmental Coordinator Status Obli gation compete
Section 3.5.2.1
Title Pleasant Grove Boulevard throu gh Village Center Obligation In Phase 2, Developer shall constr uct Pleasant Grove Boulevard through the Village Center consistent with the street sections and standards illustrated and described in the Specific Plan and consistent with the timing outlined in the Phasing Plan.

Department En gineering Division
Status Obli gation complete
Section 3.5.3
Title Collector Streets
Obligation To provide access to the Property, Deve loper shall construct curb, gutter, pavement, streetlights, utilities, entry medians and ancillary improvements related thereto as shown in the Entitlements for those roadways identified as collector streets in Exhibit "H" located within the Property. The parties acknowledge that the locations of these roadways are schematic in nature and may be revised during the design of the improvement plans therefore; in particular, based on the final design for such West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

collectors and the final lot subdivisions for the Property. Except as provided in Section 3.5.3.1 of this Agreement. Developer shall not be entitled to any reimbursement or credits toward the City's traffic mitigation fee for any costs associated with the desi
gn and/or construction of collector roadways.

Department En gineering Division
Status Obli gation complete
Section 3.5.3.2
Title Villa ge Green Drive – Village Center
Obligation Concurrent with the development of adjacent development, Developer shall construct Village Green Drive through the Village Center consistent with the street sections and standards illustrated and described in the Specific Plan and consistent with the timing outlined in the Phasing Plan.

Department En gineering Division and Public Works Department Status Obli gation complete
Section 3.5.6.2
Title Installation of Roundabout Landscapin g
Obligation Developer shall construct and install landscaping within round-a-bouts located in the residential portions (Parcels W-21, W-24, W-22, W-25) of the Village Center at the time of construction on the large lot parcel(s) within which the roundabouts are located.

Department En gineering Division
Status Obli gation complete
Section 3.5.6.3
Title Sidewalk and Diagonal Parking in Village Center
Amendment #8 – Ord. #5871 - deleted
Obligation The sidewalk and diagonal parking loca ted within the commercial parcels (W-32 and W-33) of the Village Center will be privately owned and maintained. Separated sidewalks shall be designed and constructed as required by the Specific Plan.

Department En gineering Division
Status Obli gation deleted
Section 3.5.7.1
Title Traffic Signal Interconnect Project
Amendment #1 – Ord. #4364
Obligation In connection with the West Rose ville traffic signal interconnect project, Developer agrees to fund one-third of the cost of constructing the improvements set forth in the Fehr & Peers plans (#1997-E01) approved by City April 12, 2005, and incorporated herein by reference (the "Signal Interconnect"). City agrees to fund its one-third share and to collect the remaining one-third of the cost of the Signal Interconnect from Fiddyment Land Venture, LLC and/or Signature Properties, pursuant to an amendment to that certain development agreement, between the City of Roseville and Fiddyment Land Venture, LLC, recorded in the Official Records of Placer County as Instrument No. 2004-0080708. Developer shall have no further obligations to fund or construct any other portions of the City's traffic signal interconnect pro
ject.

Department Public Works Department
Status Obli gation complete. Interconnect Improvements Complete. Funding obligation met.

Section 3.5.11
Title Brid ge
Obligation Developer shall construct the off-site bridge as the Phasing Plan. Upon completion of construction of the Pleasant Grove Boulevard bridge and associated off-site roadway improvements, City will provide to Developer a credit for 100% against future fees collected within the Plan.

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2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Department Public Works Department
Status Obli gation complete
Section 3.5.16
Title Transit Master Plan Fundin g
Obligation Developer shall pay, as it s fair share on a city-wide basis, for the update of the City's Long Range Transit Master Plan, Short Range Transit Plan Update, and Bikeway Master Plan Update, the amounts of $6,721, $5,761, and $4,801, respectively, prior to the recordation of the first Large Lot Tentative Subdivision Map.

Department Alternative Transportation and Engineering Division Status Obli gation complete.

Section 3.5.19
Title Pleasant Grove At-Grade Crossin g in Village Center Obligation In Phase 2, Developer shall construct an enhanced at-grade pedestrian crossing of Pleasant Grove Boulevard within the Village Center. Construction of the at-grade crossing shall be consistent with the design of the crossing described and depicted in the Phasing Plan, Specific Plan and Design Guidelines.

Department En gineering Division
Status Obli gation complete
Section 3.5.22
Title Fidd yment Road Widening
Obligation Developer and Fiddyment shall be jointly and severally responsible to widen Fiddyment Road to City standards as a four- lane road, from Pleasant Grove Boulevard to
Baseline Road, with construction commencing not later than expiration of fiscal year 2009-2010, subject to completion of all environmental review requirements, and provided that City has not then received any application for development of the property adjacent to the west of existing Fiddyment Road, and provided further that such widening has not otherwise been completed or undertaken by that date. City and Developer acknowledge that the agreement to widen Fiddyment Road is the result of negotiation between the parties and is not required as a result of impacts of the development of the Propert
y.

Department Public Works Department
Status Obli gation complete
Section 3.6.5
Title Access to Pleasant Grove Wastewater Treatment Plant Obligation Developer shall maintain continuous and uninterrupted access to the Treatment Plant during the Project, including during the construction called for in this Section

Department Environmental Utilities
Status Obligation complete
Section 3.6.7
Title Dedication of Treatment Plan Expansion Site
Obligation Prior to the issuance of the first residential building permit on the Property, Developer shall dedicate to City a site of fifteen (15) acres (a portion of W-71) for City's use in expanding the Pleasant Grove Wastewater Treatment Plant as shown on Exhibit "S".

In consideration for such dedication by Developer, and subject to future CEQA West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

review by City if required, City shall allow Developer at no cost the right to construct recycled water tanks, off-site Phillip Road and off-site Blue Oaks Boulevard improvements on City property, as required for the Project. If additional property in excess of the 15 acres is necessary for said improvements, Developer shall pay to Cit
y the then current fair market value for the additional property.

Department Environmental Utilities Department
Status Obli gation complete
Section 3.7.1
Title Contract with San Juan Water Distric t
Obligation City has acquired rights to 3,200 acre feet of potable water annually from San Juan Water District for purposes of augmenting City water supplies. Developer and Fiddyment shall be jointly and severally responsible to reimburse to City the one-time up-front payment from City to San Juan Water District in the sum of $1,340,000 within 30 days after the expiration of all appeal periods and tolling periods pursuant to Section 1.3.4 of this Agreement applicable to City's approval of the Entitlements and annexation of the Property into City by LAFCO. City and Developer agree that Developer's payment to City as required pursuant to this Section

3.7.1 Shall be reimbursed from the first phase of CFD bonds issued for the Project.

Department Environmental Utilities Department
Status Obli gation complete
Section 3.8.1
Title Water Study
Obligation Developer has prepared a Water Study for its on-site water facilities and prepared a general design of the water system that identifies the size and location of waterlines, storage facilities, and pump stations. The timing of construction of such facilities is set forth in the Infrastructure Phasing & Reimbursement Schedule.

Department Environmental Utilities
Status Obligation complete
Section 3.8.9
Title Water Tank Site
Obligation Developer shall dedicate to City a 5.1-acre site (W-74) for use primarily as a water tank site at the location in the Specific Plan. A portion of the site will be reserved for use in accordance with Section 3.14.8. The timing for such dedication shall be prior to issuance of the first residential building permit within the Project. Prior to acceptance of the water tank site by the City, Developer shall rough grade and construct public services to the site, including electric, water and sewer stub outs and fencin
g of the solid waste recycling facilities.

Department Environmental Utilities Department
Status Obli gation complete
Section 3.8.10
Title Coordination with Construction by PCWA
Obligation PCWA has expressed interest in coor dinating with City and Developer on the future construction of water facilities by PCWA or others of water conveyance facilities (including, but not limited to, a large diameter water line) within the Fiddyment Road right-of-way. In order to facilitate such cooperation with PCWA, Developer shall, prior to the commencement of improvement plan design to Fiddyment Road, provide a construction schedule for the improvements to PCWA. Thereafter, to the extent that such coordination with PCWA can be accomplished without cost and/or delay West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

to Developer in the development of the Project, Developer and City shall cooperate with PCWA in the construction of such water conve
yance facilities
Department Environmental Utilities Department
Status Obligation complete
Section 3.9.1
Title Non-Exclusive Public Utilit y Easement
Obligation Where the recycled water facilities are not located within road rights-of-way, as and when such facilities are installed, Developer shall grant and City shall accept a non- exclusive public utility easement for the ownership and maintenance of such facilities, together with access thereto for maintenance purposes only. Easement widths shall be granted in accordance with the City's then current improvement standards.

Department Environmental Utilities Department
Status Obligation complete. Easement gran ted for sanitary sewer pipeline 03/15/2005

Section 3.9.3
Title Rec ycled Water Engineering Report
Obligation Jointly with Fiddyment, Developer sha ll prepare City's Engineers Report for submittal to and review by the State Regional Water Quality Control Board and Department of Health Services documenting the use of recycled water in the WRSP. Prior to submittal to the State Water Quality Control Board, Developer shall obtain approval of the City Environmental Utilities Director. Recycled water shall not be provided for use within the Project until the City Engineer's Report has received all required State approvals.

Department Environmental Utilities Department
Status Obli gation complete
Section 3.10.3
Title Grant of Floodplain
Obligation Prior to or concurrent with approval of any final map containing areas within the 100-year floodplain, Developer shall grant in fee to the City, or to a conservancy or other non-profit entity acceptable to the City, such areas within the 100-year floodplain as shown in Exhibit "AA" and the Specific Plan.

Department En gineering Division
Status Obli gation complete
Section 3.10.5
Title Detention Basins
Obligation Developer shall construct and dedicate to City the detention basins within the Property, located as shown in the Specific Plan. The timing for the construction and dedication of such basins shall be as described in the Phasing Plan. The detention basins may be relocated, upon approval by the City, should other acceptable sites be identified.

Department En gineering Division
Status Obli gation complete
Section 3.11.2
Title 60kV Facilities
Obligation Certain off-site easements are necessary to permit construction and installation of the 60kV facilities required for the WRSP in the location recommended by the Electric Utility Director. If City obtains such easements and all necessary permits prior to construction of Phase 1 infrastructure, City will construct the 60kV overhead line facilities in the recommended location at City's expense. In the event that City does not acquire such easements and all necessary permits in a timely manner for West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

City's construction of the 60kV facilities in the recommended location, City will construct and install temporary 60kV facilities overhead, at City's expense, in an alternate route along Pleasant Grove Boulevard through the Village Center portion of the WRSP. Prior to commencement of Phase 2, the 60kV facilities shall be redesigned and relocated off-site to the recommended location at Developer's expense or, if necessary easements and permits have not been obtained, shall be temporarily relocated underground through the Village Center at Developer's expense. Ultimately, the 60kV lines will be relocated off-site, in the recommended location.

Developer shall have the right to obtain reimbursement from the owners of the off- site property for its actual costs to underground the 60kV lines through the Village Center or to relocate the 60kV lines off-site.

Department Electric Department
Status Obli gation complete
Section 3.11.6
Title Coordination with Construction b y City
Obligation To the extent feasible so as not to delay Developer's project construction schedule, Developer shall coordinate and cooperate with City for future construction of roadways and underground infrastructure and externalities (including, but not limited to, joint trench, gas and transmission lines.) associated with the City's proposed Roseville Ener
gy Park.

Department Electric Department
Status Obli gation complete
Section 3.12
Title Parks and Open Space
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Amendment #8 – Ord. #5871
Obligation Developer shall dedicate to City certain active park land (49.17 acres) and open space lands (359.15 acres), pay fees for construction of park improvements, paseo improvements, and trail improvements and construct park frontage improvements as set forth in this Section and the Phasing Plan.

Department Parks Department
Status Obli gation complete
Section 3.12.1
Title Park and Open Space Dedications
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Amendment #8 – Ord. #5871
Obligation Developer shall dedicate to City a to tal of 47.80 acres of parkland, 8.0 acres of open space paseo and 350.84 acres of open space. The following ten (10) park parcels, four (4) open 'space paseo parcels, and three (3) open space parcels shall be dedicated to City as described below and shown in Exhibit "DD":

1. A 6.52 net acre, more or less, portion of the Property for the purposes of a public park, shown as Parcel W-50a;

2. A 1.92 net acre, more or less, portion of the Property for the purposes of a public park, shown as Parcel W-50b;
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2024 Development Agreement Review WRSP – Westpark (Placer Investors)

3. A 1.21net acre, more or less, portion of the Property for the purpose of a public park, shown as Parcel W-50c;

4. A 1.23 net acre, more or less, portion of the Property for the purposes of a public park, shown as Parcel W-50d;

5. A 3.11 net acre, more or less, portion of the Property for the purposes of a public park, shown as Parcel W-50e;

6. A 4.74 acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel W-51;

7. A 7.99 acre, more or less, portion of the Property for the purpose of a public park, as
shown as Parcel W-52;

8. A 8.98 acre, more or less, portion of the Property for the purpose of a public park in the Village Center , as shown as Parcel W-53;

9. A 3.71 acre, more or less, portion of the Property for the purpose of a public park (known as the Village Green) in the Village Center, as shown as Parcel W-54;

10. A 8.39 acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel W-55;

11. A 1.1 acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel W-85;

12. A 2.9 acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel W-87;

13. A 1.5 acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel W-88;

14. A 2.23 acre, more or less, portion of the Property for the purpose of a public park, as shown as Parcel W-89;

15. A 267.47 acre, more or less, portion of the Property for the purpose of drainage, flood control, bike trails, fuel modification (i.e., fire breaks), and preservation of wetland habitat and open space, as shown as Parcel W-81;

16. A 5.2 acre, more or less, portion of the Property for the purpose of drainage, flood control, bike trails, fuel modification (i.e., fire breaks), and preservation of wetland habitat and open space, as shown as Parcel W-82; and

17. A 78.2 acre, more or less, portion of the Property for the purpose of drainage, flood control, bike trails, fuel modification (i.e., fire breaks), and preservation of wetland habitat and open space, as shown as Parcel W-83.

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2024 Development Agreement Review WRSP – Westpark (Placer Investors)

In recognition of Developer's dedication of Parcel W-30 to City, after Developer's changing the land use and zoning designation of such Parcel W-30 from Light Industrial to Community Commercial, allowing City to own a 13.7± acre Community Commercial property at the intersection of Blue Oaks Boulevard and Westbrook Boulevard, the 5.1±, acre City-owned portion of APN 017-101-017 designated for park use shall be counted as part of Developer's neighborhood park acreage dedication requirement in Developer's portion of the WRSP.

Parcels W-50a, W-50b, W-50c, W-50d, W-50e, W-51and W-54 shall be rough graded by Developer at its expense prior to acceptance by City. Rough grading shall be comprised of contour grading to drain, with a tolerance of +/ - 0.50 feet, per a City- approved rou
gh grading plan.

Department Parks Department
Status Obli gation complete
Section 3.12.2
Title Financin g for Parks
Obligation The construction of improvements to parks within the Property shall be financed from the payment by Developer of the city-wide and neighborhood park fees established for the Specific Plan in the Parks, Bike Trails and Paseos Financing Plan ("Parks Financing Plan").

Department Parks Department
Status Obli gation complete
Section 3.12.4.1
Title Cit ywide Park Frontage Improvements
Obligation Frontage improvements for city-wide par ks shall be included in the fee established by the City for city-wide parks. The cost of this work has been accounted for in the Parks Financing Plan.

Department Parks Department
Status Obli gation complete
Section 3.12.4.3
Title Timing of Village Green Park Construction
Amendment #8 – Ord. #5871
City desires to commence construction of the improvements on Village Green Park Parcel W-54 at the earliest opportunity. Construction of this park facility is dependent upon the collection of various park fees as noted in Sections 3.12.3, 3.12.4, and

3.12.4.2 above. To ensure that funds will be available for park construction, City agrees to provide Developer with a written notice of City's intent to construct the park on Parcel W-54 when seeking City Council approval of construction plans and advertisement of bids for Park Parcel W-54. Upon receipt of this notice, Developer shall respond in writing to City within fifteen (15) calendar days, indicating Developer's timing for obtaining building permits for the Medium Density Residential development on Parcels W-28 and W-29 and for the community care facility on Parcel W-32. If the anticipated building permit issuance date(s) for these parcels fall beyond the projected completion date of the Village Green Park improvements, City in its sole discretion may elect to postpone construction of the Village Green Park improvements until such funds are made available to City.

Department Parks Department
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Status Obli
gation Complete
Section 3.12.5.1
Title Paseo Facilities
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Obligation Construction of paseos consists of construction of Class 1 bike trails and landscaping, consistent with design concepts contained in the Specific Plan and Design Guidelines. Developer shall construct paseos at the time small lot subdivisions are constructed as follows:

a. Construction of Paseo W-85 shall be the obligation of residential Parcel W-12;

b. Construction of the respective portions of Paseo W-87 adjacent to Parcels W-158 and W-15C shall be the obligation of residential Parcels W-158 & W-15C, whichever shall develop first. The respective portion of Paseo W-87 shall be constructed when the particular adjacent parcel (either Parcel W-158 or Parcel 15C, respectively) develops.

c. Construction of Paseo W-88 shall be the obligation of residential Parcel W-5; and

d. Construction of Paseo W-89 shall be the obligation of residential Parcel W-4.

Such paseo improvements shall be part of the paseo fee. Developer, shall therefore, upon completion of construction, be entitled to a reimbursement for the cost of construction of paseo facilities but not to exceed the costs specified in the Parks Financing Plan. Developer’s right to reimbursement shall be limited to the amount of paseo fees actually collected. However, paseo fees collected for the eliminated paseo W-84 as shown in the Parks Financing Plan shall instead be applied toward open space bike trail construction.

Department Parks Department
Status Obli gation complete
Section 3.12.7
Title Construction and Timing of Bikeway Improvements
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation Bikeways shall be constructed as shown on Exhibit "FF" and the Bicycle Master Plan consistent with the Phasing Plan. Developer shall construct bikeways within subdivisions concurrent with subdivision improvements. Bikeway improvements within road ways shall be constructed with construction of roadway improvements.

Bikeways within park sites shall be constructed with development of the park site. All other bike trail connections shall be the responsibility of the City unless City requests that Developer construct said bike trail improvement or conditions the development of an adjacent project to complete said section, in which case Developer shall be entitled to reimbursement from City of the actual costs of constructing such improvements in accordance with Section 3.12.6.

Developer shall construct bike trails in Phases 3 and 4 at the time small lot subdivisions are constructed, as follows:

a. Phase 3A - the portion of trail connecting Westbrook Boulevard to the end of the bike trail improvements for Phase 2 shall be graded concurrent with the adjacent villa
ge. The bike trail grading therefore shall occur at the same time as development West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

occurs in Village W-15A, W-15A2, W-15C1 and W-15C2. Pursuant to the conditions for funding identified in section 3.12.6 of the Agreement, construction of the bike trail shall occur with the construction of the last subdivision to be approved between W- 15A1, W-15A2, W-15C1 and W-15C2.

b. Phase 3B- the portion of trail from Westbrook Boulevard to the western boundary of W-16 shall be graded concurrent with the development of the adjacent village. The bike trail grading therefore shall occur at the same time as development occurs in Village W-13B1, W-13B2, W-13C3, which shall also include the portion adjacent to W-51, and W-16. Pursuant to the conditions for funding identified in Section 3.12.6 of the Agreement, construction of the bike trail shall occur with the construction of the last subdivision to be approved between W-13B1, W-13B2 and W- 13C3.

c. Phase 4A - the portion of trail from W-13C3 to W-17E, including the trail segment connecting into the street system at Parcel W-17D, shall be constructed in conjunction with the subdivision improvements for W-17E.

d. Phase 4B - the portion of trail from W-17E, to the northern boundary of W-18E shall be constructed in conjunction with the subdivision improvements for W-18E.

e. Phase 4C - the portion of trail from W-18E to Westbrook Boulevard shall be constructed in conjunction with the subdivision improvements for W-18B, or W-18D, whichever parcel develops last.

Department Alternative Transportation
Status Obli gation complete
Section 3.12.9.2
Title Open Space Fronta ge Improvements
Obligation Within parcels designated Open Space (F-83 and F-89) Developer shall construct Frontage improvements including sidewalk but excluding landscaping. Within parcels designated for Open Space (W-81, W-82, W-83), Developer shall construct Frontage Improvements including sidewalk and landscaping as outlined in the Design Guidelines.

Department Parks Department
Status Obli gation complete
Section 3.13
Title School Fee A greements
Obligation Developer has entered or will enter into separate written agreements with the Roseville City School District and the Roseville Joint Union High School District (collectively "the Districts"), prior to any subdivision map approval or issuance of any building permit, to mitigate the impacts of development of the Property on said Districts. Such agreements outline the timing and delivery of school sites and the timing and obligation for school construction. With the execution thereof, City agrees that so long as Developer is not in default of said agreements, City shall process and approve any subdivision maps or other such entitlements for the Property and issue any building permits for development thereof consistent with the Entitlements.

Developer agrees that a default under any of these school agreements shall also constitute a default under this A
greement.

Department Buildin g Division
Status Obli gation complete - Agreement entered into
Section 3.14
Title Fire Station Site
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Obligation Developer/landowner shall dedicate a 3.1-acre site (Parcel F-73) for the use of a fire station site. Developer shall rough grade and construct public services to the site to accommodate fire station construction.

Department En gineering Division and Economic Development Department Status Obligation complete - WRSP Parcel F-73 (APN: 017-100-059 & 068 portion of) was dedicated to the City on July 12, 2006 (Doc# 2006-0074401). Parcel rough graded prior to dedication.

Section 3.14.2
Title Placer Count y Capitol Facilities Fee
Obligation In consideration of the annexation of the Property to City, Developer shall pay the Placer County Capital Facilities Fee adopted by the City, in the amount then being assessed by the City; provided, however, if such impact fee is not effective or is for any reason suspended by the City, then Developer shall pay such fee in the amount previously assessed by the City. Such fee shall be paid upon the issuance of each buildin
g permit within the Property.

Department Buildin g Division
Status Obli gation complete
Section 3.14.8
Title Recycling Site
Obligation Developer shall dedicate a portion of Pa rcel W-74, 150 feet by 150 feet, to the City.

Developer shall construct a recycling facility on the dedicated site for use by City residents. Layout and design of the recycling site shall be approved by City prior to construction. Improvements by Developer to the recycling site shall be limited to pavin
g and fencing.

Department Environmental Utilities and Planning Department Status Obligation complete
Section 3.14.9
Title Orthophoto graphy of Site
Obligation Developer agrees to participate with Fiddyment and pay its fair share of cost of orthophotography of the WRSP site for which City estimates the total cost for the WRSP site to be approximately $26,760. Payment shall be due within ten (10) days after the first large lot map approval for the WRSP.

Department IT Department and En gineering Division
Status Obli gation complete
Section 3.14.18
Title Dedication and Frontage Improvement for Parcel W-30 Amendment #5 – Ord. #5217
Obligation Developer shall dedicate Parcel W-30 to City after recordation of the first Large Lot Final Map for Phase 4 of the Property, subject to Developer's obligation, after dedication of Parcel W-30 to City, to construct Frontage Improvements for the Westbrook Boulevard side of Parcel W-30, as defined in Section 3.5.1of the Agreement.

Department Engineering Division
Status Obligation complete
Section 3.14.18
Title Community Benefit Fee #2
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910 - Deleted
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Obligation Any residential units approved beyond the original unit cap of 4,260 shall be subject to a Community Benefit Fee #2 of $3,500 per unit. This fee shall be applied to the additional units within the Westpark portion of the West Roseville Specific Plan. City acknowledges that Developer may not construct all additional units approved; Developer shall pay fees only for final mapped units recorded on a cumulative basis above 4,260 units in accordance with the following:

The Community Benefit Fee #2 shall be paid to City following approval of the Small Lot Tentative Map for any Tentative Map approval within Phase 4, in which said approval results in the total number of approved units exceeding 4,260, or a previously approved unit count exceeding 4,260. City shall request a lump sum payment from Developer for the number of units approved exceeding 4,260 or a prior amount approved which exceeds 4,260. Developer shall submit payment within thirty (30) days of said request.

Department En gineering Division
Status Section deleted
Title 3.14.19
Section Community Benefit Fee
Amendment #8 – Ord. #5871
Obligation As partial consideration for this Eighth Amendment, to help fund the construction of the improvements to the Village Green Park Parcel W-54, and to ensure that the development of properties that are the subject of this Eighth Amendment will benefit current and future residents of Roseville, Developer shall pay in a lump sum payment a Community Benefit Fee of $5,000 per single-family residential unit for sixteen (16) residential units upon the issuance of the first residential buildin
g permit on either Parcel W-28 or W-29.

Department Building Division
Status Obligation complete
Section 3.25
Title Sun Cit y Homeowners Association Certifications
Obligation Prior to issuance of the first build ing permit in the WRSP, Developer and Fiddyment shall deposit with City the sum of $150,000 for use by the Sun City Homeowners Association (HOA) as hereafter provided. The purpose for the funds is to pay for specific improvement projects that may be requested by the HOA and which relate to Sun City and the development of the WRSP. Projects may include, but are not limited to, landscape improvements, sound walls, or traffic improvements to Del Webb Boulevard. Any roadway improvements or traffic control devices proposed by the HOA would be subject to City's review, approval and determination that the proposed improvements are warranted, based on then current City and State of California standards, and that the proposed improvements would not cause or exacerbate safet
y issues.

Department En gineering Division
Status Obli gation complete

Development Agreement Obligations Not Complete as of December 2023

Section 2.1
Title Permitted Uses
Obligation The permitted uses of the Propert y, the density and intensity of use, the maximum West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, and location of public improvements, and other terms and conditions of development applicable to the Property shall be those set forth in the Entitlements and this A
greement.

Department Plannin g Division
Status On going obligation
Section 2.2
Title Vested Entitlements
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Amendment #8 – Ord. #5871
Amendment #9 – Ord. #6342
Obligation Low Density Residential: 2,662 units on 596.5 net acres Low Density Residential (age-restricted): 704 units on 146.8 net acres Medium Density Residential: 0 units on 0 net acres
High Density Residential: 420 units on 20.1 net acres
Community Commercial: 3.0 net acres
General Industrial: 32.9 net acres
Light Industrial: 55.2 net acres
Park: 35.1 net acres
Open Space: 350.8 net acres
Open Space (paseo): 7.7 net acres
Schools: 38.7 net acres
Treatment Plant Expansion: 15.0 net acres
Water Tank Site: 5.4 net acres
Well Sites: 0.6 net acres
Other Public (RoW): 138.5 net acres

Village Center
High Density Residential: 386 units on 21.8 net acres
Medium Density Residential: 454 units on 53.7 net acres Community Commercial: 6.4 net acres
Park: 12.7 net acres
Church: 10.8 net acres

Low Density Residential: 2,662 units on 595.9 net acres Low Density Residential (age-restricted): 704 units on 146.9 net acres Medium Density Residential: 0 units on 0 net acres
High Density Residential: 420 units on 20.1 net acres
Community Commercial: 3.6 net acres
General Industrial: 32.9 net acres
Light Industrial: 55.2 net acres
Open Space: 350.8 net acres
Open Space (paseo): 7.7 net acres
Schools: 38.7 net acres
Treatment Plant Expansion: 15.0 net acres
Water Tank Site: 5.4 net acres
Well Sites: 0.6 net acres
Other Public (RoW): 138.5 net acres

Village Center
High Density Residential: 386 units on 21.8 net acres
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Medium Density Residential: 387 units on 46.1 net acres Community Commercial: 40 units on 14.5 net acres
Park: 13.8 net acres
Church: 10.8 net acres
Other Public (RoW): 13.1 net acres

Department Plannin g Division
Status On going obligation
Section 2.6
Title Affordable Housing
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Amendment #7 – Ord. #5680
Obligation
Consistent with the goals and policies contained in City's General, Plan and the Specific Plan, and subject to the provision by Developer of affordable housing elsewhere within the Specific Plan as described below and the other terms of this Agreement, Developer shall develop or cause ten percent (I0%) of the total residential units which are actually constructed within its Property to be developed as affordable housing. In accordance with the terms of this Section and subject to adjustment based on actual development, Developer shall, after the transfer of its obligation for 162 affordable rental units in Parcel W-16 to Parcels WB-30 and WB-32 in the Sierra Vista Specific Plan, provide 300 units affordable to very low and low income households. The breakdown of percentage of the total number of affordable units to the different income levels shall be roughly 55% for very low and roughly 45% for low income households. Any adjustment based on actual development shall be subject to the approval of the Director of the
City's Housing Division.

The term "very low income" means households earning 50% or less of median income, and "low income" means households earning 51 % to 80% of median income. Median income and allowable assets shall be determined in accordance With the General Plan Housin
g Element, the Specific Plan, and City policy.

Department Housin g Department
Status On going obligation
Section 2.6.1.5
Title In-Lieu Fee – Affordable Housing
Obligation In the event City adopts a fee to be paid in lieu of constructing either rental or purchase housing affordable to moderate, low or very low income households, Developer shall be eligible to pay such in lieu fee rather than construct affordable housing units on the Property.

Department Housin g Department
Status On going obligation
Section 2.6.2.1
Title Multi Family Affordable Rental Units – Affordable Obligation Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Amendment #7 – Ord. #5680
Obligation Developer agrees that 300 affordable rent al units will be reserved within the Property, including 164 units for rental to very low income households and 136 units for rental West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

to low income households as follows:

Parcel Total Units in
Parcel
Total
Affordable
Unit Allocation
Very Low
Income Rental
Units
Low Income
Rental Units
PCL W-25
(senior)
232 150 75 75
PCL W-16 250 0 0 0
PCL W-27 170 150 89 61
Total 652 300 164 136

1. The 139 low-income affordable rental housing unit obligation and the 23 very low income affordable rental unit obligation allocated to Parcel W-16 have been transferred to Parcels WB-30 and WB-32 in the Sierra Vista Specific Plan as provided for in this Agreement and the Westbrook Development Agreement, as amended.

Department Housin g Department
Status Parcel W-25 obli gation is complete. W-27 is still an ongoing obligation Section 2.6.2.4
Title Facilities Districts
Obligation The Economic and Community Services Di rector shall maintain a list of low and very low-income affordable rental units for each Parcel which is subject to an Affordable Housing Development Agreement (or applicable City-approved form) and, on or about May 1 of each calendar year, shall send a copy of such Affordable Housing Development Agreement(s) to the City Finance Director. In reliance thereon, the Finance Director shall, to the extent allowed by law, set the applicable special tax for each such Parcel by using 50% of the number of low and very low-income income affordable rental units within each such Parcel to determine the number of units assessed for special tax purposes for each such Parcel.

Department Housin g and Finance Department
Status On going City obligation
Section 2.6.4
Title Masonry Wall Installation
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Obligation Developer, at its expense shall install a six foot (6') masonry wall along the eastern edge of Parcel W-16 adjacent to Parcel W-13D at such time that Landowner develops the single-family Parcel W-13D, if the development of Parcel W-13D occurs prior to the development of Parcel W-16.

Department En gineering Division
Status On going obligation
Section 2.7.2
Title Maintenance b y Developer
Obligation Developer, and/or its successo rs, shall be solely responsible for satisfying all monitoring, reporting and, at the expense of the Maintenance CFD, maintenance, requirements under the 404 Permit during the remaining and any extended monitoring period, as determined by the Corps, for the Preserve Area.

Furthermore, during said monitoring period, Developer shall indemnify, defend and hold City harmless from any and all costs, liabilities or damages for which the City is held responsible or alleged to be responsible under the 404 Permit, which arise out of or relate to any failure of Developer to satisfy such monitoring requirements, excluding any such failure caused by the active negligence of City or any employees, a
gents or contractors thereof. City acknowledges and agrees that any proposed use West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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or improvement of the Open Space Preserve will be subject to the provisions of the 404 Permit and Operations & Management Plan. Developer acknowledges responsibility for obtaining 404 permit coverage for all open space uses specified in the Specific Plan and this Agreement.

Developer shall obtain all amendments to the 404 Permit that are, or may be, required in order to install the Developer improvements specified in the Specific Plan, the 404 Permit and this Agreement in the Open Space Preserves. Notwithstanding this obligation of Landowner, City shall, to the maximum extent feasible, avoid infrastructure designs and locations that would require Landowner to amend its 404 Permit or an
y other permit required by state or federal agencies.

Department En gineering Division / Environmental Coordinator/Open Space Division Status On going obligation
Section 3.1
Title Development, Connection and Miti gation Fees
Obligation Except as otherwise provided in Sect ion 2.5 of this Agreement, any and all required payments of development, connection or mitigation fees by Developer shall be made at the time and in the amount specified by then applicable City ordinances. Wherever this Agreement obligates Developer to design, construct or install any improvements, the cost thereof may be provided by Developer, or by traditional assessment district, CFD or other such financing mechanism, subject to and in accordance with the provisions thereof and with Cit
y approval.

Department Development Departments
Status On going obligation
Section 3.2
Title Public Improvements to be Dedi cated, Constructed or Financed by Developer Obligation Developer agrees to dedicate, construct or acquire the improvements or facilities and to perform the obligations set forth in this Section 3, at its expense, subject only to reimbursements or credits specified in this Agreement. Prior to dedication of sites to City. Developer shall obtain state and federal permits needed for anticipated development (i.e. 404 Permit and CDFG 1600 Streambed Alteration Agreements, as needed
).

Department Development Departments
Status On going obligation
Section 3.3
Title Project Phasing
Amendment #1 – Ord. #4364
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation Developer shall develop and construct the on-site and off-site infrastructure necessary to serve the Project in four phases substantially consistent with the Phasing Plan set forth in Exhibit "E" and "II" attached hereto. Infrastructure phases identified in the Phasing Plan may be combined as approved by City's Development Services Director, in consultation with all affected City departments. Building permits for subsequent phases may be issued so long as all improvements required in earlier phases are substantially complete and the infrastructure within the subject phase is sufficient to provide access and utility service as determined by the City Engineer and Environmental Utilities Director.

Infrastructure in Phases 3 and 4 may be constructed in sub-phases as set forth in Exhibits "E-1", "E-2a" and "E-2b" attached hereto. In the event that the conceptual sub-phases for Phase 3 and Phase 4 as shown in Exhibit "E-1" and Exhibits "E-2a" West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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and "E-2b" are modified or altered, the following criteria will be used to establish the conditions and requirements for that portion of work:

• The progression of sub-phase development shall provide the necessary facilities to support the land uses within the proposed sub-phase of development.

• The phase size shall be as mutually agreed upon by Developer and City, subject to the criteria set forth in this Section 3.3.

• Provide detailed information (maps, analysis, written detail of improvements, etc.), to the satisfaction of City, to support the proposed sub-phase improvements for each utility/public service within the phase.

• Prior to the approval of development of any parcel, the cumulative effect of that increment of development shall be evaluated to determine its impact on existing systems. This may require, as determined by City, that special studies be conducted to demonstrate how the sub-phase is in substantial conformance with infrastructure master plans prepared for the Specific Plan.

A sub-phase shall demonstrate to the City's satisfaction that the following performance criteria are met:

• Sanitary Sewer -One point of connection to sewer service required.

• Recycled Water -One point of connection required. A looped system is not required.

• Potable Water -Two independent points of connection required.

• Roadway -Two points of access required (one may be a temporary EVA) and reasonable traffic circulation.

Developer acknowledges that modifications to the Phase 3 and Phase 4 infrastructure Sub-Phasing Matrix as shown in Exhibits "E-1", "E- 2a" and "E-2b" shall require additional City review, though modifications to Exhibit "E-1" or Exhibits "E-2a" and/or "E-2b" as approved by the City shall not require an amendment to this Agreement. Special studies including but not limited to, water/ recycled water /sewer/storm water systems, traffic, fire response, electric supply, and other environmental review may be required.

Developer will be responsible for all costs associated with the preparation of special studies, and for the associated costs of time and materials of City Staff for the review and processin
g of the requested deviation as deemed necessary by City.

Department Public Works and Environmental Utilities Departmen t Status On going obligation
Section 3.4
Title Public Utilities within Ri ght of Way
Obligation All public utilities shall be located with in the rights-of-way to be granted by Developer to City for the arterials, collectors and other local streets within the Property or within public easements granted by Developer to City for such purposes. Accordingly, upon approval of the final large lot subdivision map (or any phase of it), or demand of the City based upon service needs, whichever occurs first, Developer agrees to grant and convey to City the rights-of-way for any arterials, collectors, local streets, or public easements that include the area within which such public utilities will be located. If such utilities need to be installed prior to the construction of the applicable West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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street(s), Developer shall grant a temporary public utility easement which shall merge with the rights-of-way upon completion of the applicable street improvements. The width of the rights-of-way, including the area for the applicable roadways, utilities and power line corridors shall be as shown in the Specific Plan.

Department Environmental Utilities
Status On going obligation
Section 3.5
Title Road Improvements
Obligation Developer, at its expense, shall pr ovide the road improvements set forth in this Agreement the Phasing Plan and Reimbursement Schedule.

3.5.1 Developer's Obligations. Developer obligation for residential and collector roadway improvements shall consist of the construction of curb, gutter, sidewalk, utilities, streetlights and full asphalt pavement section. For arterial roadways, Developer's obligation for roadway frontage improvements shall consist of curb, gutter, sidewalk, one-half of the median landscaping and median curbing, utilities, street lights, signal interconnect, and eighteen feet (18') of asphalt pavement adjacent to the property, including aggregate base and sub-base, and any additional pavement widening at intersections to accommodate turn lanes and bus turnouts as may be required by the City Engineer, all grading, drainage laterals and inlets, and cross culverts (collectively "Frontage Improvements"). The area within which such Frontage Improvements are to be located shall be referred to herein as Developer's frontage.

Unless specifically identified within this Agreement, Developer shall not be entitled to reimbursement or credit towards the City's traffic mitigation fee for any required roadway improvement. Installation of landscaping and median curbing shall occur concurrent with roadway construction. Landscaping and sidewalks adjacent to roadways may occur concurrent with the development of adjacent parcels. Bike trail connections will be constructed consistent with Section 3.12.7 of this Agreement.

In the event that Developer is required by City to construct the center lanes of roadways that are otherwise included in the City's Road Capital Improvement Program ("Road CIP"), Developer shall be entitled to either a credit against future traffic fees or reimbursement for the cost of such center lane construction.

Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.2
Title Arterial Roadways
Amendment #4 – Ord. #5210
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Obligation Upon demand of the City, Developer shall dedicate all necessary rights-of-way and shall construct road way improvements for the arterial roadways as shown in Exhibit "G", attached hereto, except for Blue Oaks Boulevard, the construction obligation for which is set forth in Section 3.5.3.3 below. Arterial road ways on the Property include Fiddyment Road, Blue Oaks Boulevard, Pleasant Grove Boulevard and Westbrook Boulevard (West Side Drive). City and Developer acknowledge that the locations of these roadways are schematic in nature and may be revised during the design of the improvement plans based on the final design for such arterials and the final small lot subdivision for the Property. The number of lanes and width of pavement shall be as required within the Phasing Plan. Unless specifically identified in this Agreement, Developer shall not be entitled to reimbursement or credit towards the City's traffic miti
gation fee for any required roadway improvement.

Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.3.1
Title Westpark Drive (formerly Phillip Road )
Amendment #2 – Ord. #4723
Amendment #4 – Ord. #5210
Amendment #5 – Ord. #5217
Obligation Developer's cost obligation set forth in this Section 3.5.3.1 for Westpark Drive (and further described as Segment 5 in Exhibit "C" attached to the Fourth Amendment) shall be paid by Developer through a Westpark Drive off- site road fee (the "Westpark Drive Off-Site Road Fee") applied to all Low Density Residential ("LDR") and Medium Density Residential ("MDR") building permits in Phases 3 and 4 of the Property, and dedicated to the Westpark Drive off-site improvements described in this Section

3.5.3.1. Developer agrees to pay to City a fee of $300.00 per LDR or MDR building permit in Phase 3 of the Property and $321.00 per LDR or MDR building permit in Phase 4 of the Property for the Westpark Drive Off-Site Road Fee. If after the date of the Fourth Amendment there is an increase or decrease in the approved allocated number of LDR or MDR units within the Fourth Amendment Property, the foregoing fee amount for Phase 4 of the Property shall be adjusted accordingly. The Westpark Drive Off-Site Road Fee shall be adjusted annually based upon the Engineering News Record, Construction Cost Index for the United States average of 20-cities and San Francisco (CCI). Developer and Fiddyment shall each be responsible for fifty percent (50%) of the construction cost of Westpark Drive north of the Pleasant Grove Wastewater Treatment Plant, both shares of which will be paid through the Westpark Drive Off-Site Road Fee.

The City may elect to construct Westpark Drive at any time it deems necessary to serve the Plan Area in its sole and absolute discretion. The City may require acceleration of the payment by West Roseville of Developer's share of the Westpark Drive Off-Site Road Fee upon the construction of Segment 2 of Blue Oaks Boulevard (as shown in Exhibit "C" attached to the Fourth Amendment), from the westerly property line of the Fiddyment property to the intersection of Westpark Drive (the "Prepayment Event"). The foregoing notwithstanding, the obligation to prepay Developer's share of the Westpark Drive Off-Site Road Fee rests with West Roseville only and shall not be binding upon future owners of Phase 3 of the Property or run with the land for Phase 3 of the Property.

Rather, the obligation of the Phase 3 property owner(s) to pay the Westpark Drive Off-Site Road Fee shall be limited to the obligation to pay the Westpark Drive Off- Site Road Fee of $300.00 per LDR or MDR building permit, as adjusted by the CCI as provided herein, at the time of issuance of each LDR or MDR buildin g permit.

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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At such time as the City elects to cause construction of Westpark Drive regardless of the status of fees collected, the City shall provide West Roseville with six (6) months advance written notice of its intent to call for the outstanding balance of the fee to be paid by West Roseville. The City shall indicate in the notice the date on which the balance of the fee shall be due. During this six month period, the City shall continue to collect the Westpark Drive Off-Site Road Fee. The amount due from West Roseville for the balance of the Westpark Drive Off-Site Road Fee shall be determined by subtracting the then total amount of fees that have been paid to date by development
of the Property from the total fee obligation of the Property (the "Westpark Drive Fee Prepayment"). In the event that the Westpark Drive Fee Prepayment is not received by City as of the date referenced in the notice to pay, the City may withhold all further inspections and further issuance of permits within Phase 4 of the Property until such time as the payment is received by City. In the case a Prepayment Event has occurred and West Roseville has paid the balance of the fee as set forth herein, the City shall continue to collect the Westpark Drive Off-Site Road Fee on all LDR and MDR units in Phases 3 and 4 of the Property, annually adjusted by the CCI as provided above, until all LDR and MDR units in Phase 3 and Phase 4 of the Property have paid the Westpark
Drive Off-Site Road Fee, as set forth below, at which time City shall reimburse to West Roseville the prepayment amount previously paid by West Roseville, less the difference
of the actual costs of construction, which reimbursement is personal to West Roseville and does not run with the Property, to successors and assigns, unless West Roseville provides written notice to City that said reimbursement has been assigned by West Roseville to a third party. In the event that, and at such time as, the funds collected for the Westpark Drive Off-Site Road Fee equal the amount of the Westpark Drive Fee Prepayment, as adjusted by the CCI, City shall cease collecting the Westpark Drive Off-Site Road Fee.

Developer's pro-rata share of the Westpark Drive Off-Site Road Fee has been calculated by establishing a fixed fee amount for LDR and MDR units in Phase 3, and spreading the remainder of the costs over 95% of the total allocated LDR and MDR units in Phase 4 of the Property. If after residential units have been constructed on at least 75% of the Fourth Amendment Property, the City reasonably determines that less than 95% of the total number of approved units within the Fourth Amendment Property will be constructed, the City Manager may equitably adjust the Westpark Drive Off-Site Road Fee without amendment of the Agreement. Notwithstanding the foregoing, such adjustment shall only apply to residential units in Phase 4 and without compliance with the Mitigation Fee Act (California Government Code Section 66000, et seq.).

The improvements included in the Westpark Drive Off-Site Road Fee include all costs reasonably associated with construction of Westpark Drive north of the Pleasant Grove Wastewater Treatment consistent with Exhibits "E" and "I". A general description of these improvements includes:

a. The cost of wetland permitting and mitigation cost for direct and indirect wetland impacts for the full section of the road including slopes.

b. The cost for design, engineering, plan check and inspection fees, and construction management equal to 20% of the estimated construction cost.

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

c. The cost of grading the full width of a standard collector roadway section including turn lanes, and an 8-foot bench on both sides of the roadway (approximately 64-feet in width), plus the slopes to existing ground.

d. The cost of curb, gutter, pavement, joint utilities, striping, signage, and street lights.

e. The WRSP portion of the 24-inch potable water line as defined in the Technical Memorandum prepared by Hydro science, dated May 9, 2011utilizing the figures in Scenario 1in Tables 5 of the report.

f. The WRSP portion of the 24 -inch recycled water line.

Portions of the realigned and reconstructed Westpark Drive (formerly Phillip Road) include the installation of Frontage Improvements adjacent to the city-wide park, including curb, gutter, sidewalk, street lights and utility services. Developer shall be entitled to a credit against the city-wide park fee for the cost of such park Frontage Improvements.

Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.3.3
Title Blue Oaks Boulevard (Off-site)
Amendment #2 – Ord. #4723
Amendment #4 – Ord. #5210
Amendment #5 – Ord. #5217
Obligation The following Segments 1 through 4 of Blue Oaks Boulevard, as defined below and as shown in Exhibit "C" attached hereto to the Fourth Amendment, from the westerly boundary line of the Fiddyment Property as shown in Exhibit "B" to Exhibit "E" through the westerly side of the intersection of Westbrook Boulevard ("Blue Oaks Boulevard (Off-site)") shall be constructed by other parties:

• Segment 1: Westerly side of the Hayden Parkway / Blue Oaks Boulevard intersection to the westerly property line of the Fiddyment property. (Cost allocation:
100% Fiddyment).

• Segment 2: Westerly property line of the Fiddyment property to the east side of the Blue Oaks Boulevard/ Westpark Drive intersection. (Cost allocation: 100% City TMF).

• Segment 3: East side of the Blue Oaks Boulevard / Westpark Drive intersection to the eastern property line of the Property (Parcel W- 60). (Cost allocation: 50% Developer; 50% Fiddyment).

• Segment 4: Eastern property line of Parcel W-60 to the west side of the intersection of Blue Oaks Boulevard and Westbrook Boulevard. (Cost allocation:
100% Developer).

The entire width of Segment 2 (i.e., back of curb to back of curb) shall be included in the City Traffic Mitigation Fund Fees (the "TMF Fees") in the City's road way Capital Improvement Program ("Road CIP").

Developer's pro-rata share of the cost obligation set forth in this Section 3.5.3.3 for Segments 3and 4 (excepting the cost of 22 feet of pavement in Segments 3and 4, the cost of which will be paid via pa
yment of City TMF Fees) shall be paid by
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Developer through a Blue Oaks Boulevard off-site road fee (the "Blue Oaks Boulevard Off-Site Road Fee") applied to all LDR and MDR building permits in Phases 3 and 4 of the Property, and dedicated to Segments 3 and 4 of the Blue Oaks Boulevard off-site improvements described in this Section 3.5.3.3. Developer agrees to pay to City a fee of $800.00 per LOR or MOR building permit in Phase 3 of the Property and $1,871.00 per LDR or MDR building permit in Phase 4 of the Property for the Blue Oaks Boulevard Off-Site Road Fee. In the event that a subsequent Development Agreement amendment causes an increase or decrease in the approved allocated number of LDR or MDR units within the Fourth Amendment Property, the foregoing fee amount for Phase 4 of the Property shall be adjusted accordingly. The Blue Oaks Boulevard Off-Site Road Fee shall be adjusted annually based upon the CCI as defined in this Agreement.

Developer's pro-rata share of the Blue Oaks Boulevard Off-Site Road Fee has been calculated by establishing a fixed fee amount for LDR and MDR units in Phase, 3 and spreading the remainder of the costs over 95% of the total allocated LDR and MDR units in Phase 4 of the Property. If after residential units have been constructed on at least 75% of the Fourth Amendment Property, the City reasonably determines that less than 95% of the total number of approved units within the Fourth Amendment Property will be constructed, the City Manager may equitably adjust the Blue Oaks Boulevard Off-Site Road Fee without amendment of the Agreement. Notwithstanding the foregoing, such adjustment shall only apply to residential units within Phase 4 and without compliance with the Mitigation Fee Act (California Government Code section 66000, et seq.).

Upon demand of City, Developer shall provide to City an irrevocable offer(s) of dedication (IOD) for (1) all necessary access easements with rights to construct and the right of City assignment, and (2) rights-of-way, subject to improvement for those portions of Blue Oaks Boulevard that may be within or upon properties owned by Developer. The Blue Oaks Boulevard Off-Site Road Fee shall apply to Developer's and Fiddyment's allocated costs for Segments 3 and 4 of Blue Oaks Boulevard (Off- site) set forth in this Section 3.5.3.3., and in Sections3.8.3 and 3.9 and shall fully satisfy the obligations of Developer and Fiddyment to fund off-site portions of Blue Oaks Boulevard, off-site water and off-site recycled water facilities contained therein.

• The cost of wetland permitting and mitigation cost for direct and indirect wetland impacts for the southern 1h section of the road including slopes.

• The cost for design, engineering, plan check and inspection fees, and construction management equal to 20% of the estimated construction cost.

• The cost of grading the southerly 1h of a 6-lane facility, including turn lanes, bus turn-outs, half the center median, and an 22-foot bench behind the back of curb, for an approximate width of 72-feet, plus the slopes to existing ground.

• The cost of 1h of the landscaped median and the median curb.

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

• The cost of curb and gutter plus 18' of pavement, joint trench, striping, signage, and street lights, plus the turn lanes and bus turnouts on the south half of the right of way.

The portion of Blue Oaks Blvd. from the westerly boundary of the Fiddyment property to the Westpark Dr. intersection would be included in the CIP program.

• The WRSP portion of the 24-inch potable water line as defined in the Technical Memorandum prepared by Hydro science, dated May 9, 2011utilizing the figures in Scenario 1in Tables 4 and 6 of the report.

• The WRSP portion of the 24-inch recycled water line.

City may use the funds collected from the Blue Oaks Boulevard Off-Site Road Fee to fund the construction of the northerly three lanes of Blue Oaks Boulevard (Off-Site).

City agrees that the inclusion of the costs of Segment 4 in the Blue Oaks Boulevard Off-Site Road Fee shall fully satisfy Parcel W-60's frontage obligations for Blue Oaks Boulevard, except for Frontage Improvements such as turn lanes, driveways, sidewalks, transition lanes and landscaping, which frontage improvements shall remain the responsibility of the developer of Parcel W-60. The cost of non-frontage lanes of Blue Oaks Boulevard adjacent to Parcel W-60 shall be reimbursed to the constructing party from the City's TMF Fund within thirty (30) days of invoice from the constructin
g party.

Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.3.4
Title Westside Drive
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation
Westbrook Boulevard shall be dedicated to City as an irrevocable offer of dedication (IOD) on the Large Lot Final Maps for Phases 3 and 4 of the Property. Westbrook Boulevard will ultimately be constructed as a 6-lane arterial. Developer shall construct the Frontage Improvements, as defined in Section 3.5.lof the Agreement.

In addition, Developer shall construct an additional travel lane adjacent to the Frontage improvements on each side of the roadway for a total of 29 feet of pavement. The remaining 2 lanes shall be constructed by the City and funded through the citywide traffic mitigation fee program. Developer shall also construct the underground conduits supporting the future installation of five (5) traffic signals in the locations set forth on Exhibit "K" to the Agreement. City shall reimburse Developer, based on actual costs to construct, for those improvements constructed beyond the Frontage Improvements, excluding tum lanes and bus turnouts ("Eligible Improvements") constructed in Phases 3 and 4 for Westbrook Boulevard. City shall reimburse Developer in the form of Fee Credits against the City's current Traffic Miti
gation Fee."
Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.4
Title Timin g and Dedication and Construction of Road Improvements Obligation 3.5.4.1 Upon recordation of either the Large Lot Map for any portion of the Property, Developer shall dedicate the rights-of-way shown in the Specific Plan for that portion or phase of the Property for the improvements described in this Agreement.

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Department En gineering Division
Status On going Obligation
Section 3.5.5
Title Road Improvement Standards
Obligation All improvements to be installed by Developer shall comply with the City's development standards for public streets in effect as of the effective date of this Agreement. The rights-of-way required for such road improvements shall be as set forth in the Specific Plan, or, if not shown in the Specific Plan, then as set forth in the City's Improvement
Standards.

Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.6
Title Landscape Setbacks
Obligation For the roadways within and/or adjac ent to the Property, Developer shall establish the applicable landscape setbacks provided therefor by the Specific Plan and/or Design
Guidelines. Such setbacks shall be measured generally from back of curb, except bus turnouts, may encroach into the landscape setback to the extent permitted by the Specific Plan Design Guidelines. Such landscape setbacks shall be limited to landscaping, streetlights, utilities, sidewalks, sound walls and related uses, and shall be included in the road rights-of-way, adjacent to single family residential parcels and those areas specifically identified within the Village Center. Such setbacks shall not be included within rights-of-way adjacent to non-residential uses as set forth in the Specific Plan.

Department En gineering Division
Status On going obligation
Section 3.5.6.1
Title Separated Sidewalks
Obligation 3.5.6.1 Separated Sidewalks. Developer shall ensure that all residential property improved with separated sidewalks shall be subject to recorded CC&R's containing a requirement that the owner of a residential unit immediately adjacent to a separated sidewalk is responsible for the maintenance of parkway strip landscaping and street trees located between the separated sidewalk and curb. Separated sidewalks shall be designed to a standard of five feet (5') of landscaping measured from back of curb followed by four feet (4') of sidewalk.

Department En gineering Division
Status On going obligation
Section 3.5.7
Title Traffic Si gnals
Obligation Developer shall be responsible for the c onstruction of traffic signals as described in the Phasing Plan. Developer shall be entitled to credits toward the City’s traffic mitigation fee for the design and construction of any public leg of a traffic signal and/or signals warranted by City. Said credits shall be shared equally throughout the Property on a per-dwelling unit equivalent ("DUE") basis. Developer shall not be entitled to an
y reimbursements or traffic mitigation fee credits for portions of a traffic West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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signal that service a private driveway. Unless specifically identified within this Agreement, Developer shall not be entitled to reimbursement or credit towards the Cit
y's traffic mitigation fee for any required roadway improvement.

Department Public Works Department
Status On going obligation
Section 3.5.8
Title Update of City Fee
Amendment #4 – Ord. #5210
Obligation Developer acknowledges that as a result of approval of the Specific Plan, the City will need to update the Capital Improvement Program and Traffic Mitigation Fee to include the Specific Plan. Developer and City shall use their best efforts to cause such update to be completed within twelve (12) months of the date hereof. Until such update has been completed and approved by the City, Developer agrees to pay the fee rate then currently charged to the North Industrial Plan Area. To the extent that the Traffic Mitigation Fee adopted for the WRSP is higher than that charged in the North Industrial Plan Area, Developer shall pay the difference as a surcharge to future Traffic Mitigation Fee obligations on a per-DUE basis for the remaining DUE's within the WRSP. To the extent that the Traffic Mitigation Fee adopted for the WRSP is lower than that charged in the North Industrial Plan Area, Developer shall receive a credit against future Traffic Mitigation Fee payments until such time as the amount of the over payment is exhausted.

The portion of Blue Oaks Boulevard identified as Segment 2 on Exhibit "C" attached to this Fourth Amendment shall be constructed as part of the City’s Capital Improvement Program. Funding for Segment 2 shall come from Traffic Mitigation Fees. To provide assurance that adequate funds from Traffic Mitigation Fees are available to fund construction of Segment 2, fifty percent (50%) of Traffic Mitigation Fees collected from Phases 3 and 4 of the Property shall be set aside by City for the purpose of funding the construction of Segment 2, until such time as Se
gment 2 is constructed and fully funded.

Department En gineering Division
Status On going obligation
Section 3.5.9
Title Hi ghway 65 Joint Powers Authority
Obligation Developer agrees that the Property s hall be subject to and shall pay the Highway 65 Joint Powers Authority Fee ("Highway 65 JPA Fee"). City shall initiate and complete the actions necessary to amend the Highway 65 JPA Fee to include the Property and Developer hereby consents to and waives any objection to such inclusion.

Developer agrees that until such time as the Highway 65 JPA Fee is amended to include the Property, Developer shall pay the fee applicable to the North Industrial Plan Area ("Interim Highway 65 JPA Fee") in the amounts and at the times specified by the Highway 65 JPA Fee program. If Developer pays the Interim Highway 65 JPA Fee and the Interim Highway 65 JPA Fee exceeds the Highway 65 JPA Fee as amended ,then the excess amount collected shall be applied as a credit towards Highway 65 JPA Fees on a per DUE basis for the remaining DUE's within the Specific Plan. If the Interim
Highway 65 JPA Fee is less than the amended Highway 65 JPA Fee, the total amount of the shortfall shall be added as a surcharge to such future Highway 65 JPA Fee on a per DUE basis.

Nothing in this Section shall be construed as an agreement to an allocation of assessment or benefit to a particular parcel or parcels or to constitute a waiver of the West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

right of Developer to protest an allocation of a particular assessment burden or benefit associated with the updates of the fore
going fee programs.

Department En gineering Division
Status On going obligation
Section 3.5.10
Title South Placer Re gional Traffic Fee
Obligation Developer agrees that the Property shall be subject to and pay the South Placer Regional Traffic Fee as established by the Placer County Transportation and Planning Agency ("PCTPA") and adopted by the City. City shall initiate and complete the
actions necessary to amend the SPRTA Fee to include the Property and Developer hereby consents to such inclusion

Developer agrees that until such time as the SPRTA Fee is amended to include the Property, the fee applicable to the North Industrial Plan Area shall apply to the Property and Developer shall pay such fees ("Interim SPRTA FEE") in the amounts and at the times specified by the SPRTA Fee program. If Developer pays the Interim SPRTA Fee and the Interim SPRTA Fee exceeds the SPRTA Fee as amended, then the excess amount collected shall be applied as a credit towards SPRTA Fees on a per DUE basis for the remaining DUE's within the Property. If the Interim SPRTA Fee is less than the amended SPRTA Fee, the total amount of the shortfall shall be added as a surcharge to such future SPRTA Fees on a per DUE basis.

Nothing in this Section shall be construed as an agreement to an allocation of assessment or benefit to a particular parcel or parcels or to constitute a waiver of the right of Developer to protest an allocation of a particular assessment burden or benefit associated with the updates of the fore
going fee programs.

Department En gineering Division
Status On going obligation
Section 3.5.12
Title Age Restricted Units- Traffic Fees
Obligation For any portion of the Project developed for and limited as an age-restricted community, the Traffic Mitigation Fee for such portion shall reflect the lower traffic generation rates attributable to such age restricted communities.

Department En gineering Division
Status On going obligation
Section 3.5.13
Title Access to Existing Residences within the MOU Area Obligation Together with Fiddyment, Developer shall maintain accesses to existing residences within the MOU area. All accesses shall be maintained during construction.

Department En gineering Division and Public Works Department Status On going obligation
Section 3.5.14
Title Li ght Rail Funding
Obligation Developer consents to and agrees that any then-undeveloped portion of the Property, for which no building permit has been issued, shall participate to the extent of its fair share in a city-wide funding mechanism for the extension and operation costs of light rail into the City of Roseville at such time as a light rail project and associated funding mechanism are approved.

Department Alternative Transportation Department
Status On going obligation
Section 3.5.15
Title Watt Avenue Extension and Improvement Fee
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2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Obligation Developer consents to and agrees that any then-undeveloped portion of the Property, for which no building permit has been issued, shall participate to the extent of its fair share in a city- wide funding mechanism for the extension and improvement of Watt Avenue at such time as a Watt Avenue extension or improvement and associated fundin
g mechanism may be approved.

Department En gineering Division
Status On going obligation
Section 3.5.17
Title Cit y-County Fee
Obligation Developer acknowledges that City an d Placer County are considering adoption of a funding mechanism for improving certain roads in the vicinity of the WRSP, including Baseline Road, Walerga Road and Fiddyment Road. Developer consents and agrees that the Property shall participate, to the extent of its fair share, in a city-wide funding mechanism for such road improvement.

Department En gineering Division
Status On going obligation
Section 3.5.18
Title Park and Ride Lots
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation Twenty-five (25) park and ride spaces shall be provided on Parcel W-30. Such park and ride spaces shall be included in addition to the parking required for the applicable underlying land use by City's Zoning Code. If constructed by Developer, Developer shall install the park and ride spaces at the time of development of the parcel on which the park and ride lot is located. Park and ride lots shall allow for parkin
g daily between the hours of 5:00 am and 10:00 pm.

Department Alternative Transportation and Engineering Division Status On going obligation
Section 3.5.20
Title Fee Credits/Reimbursement for Construction of CIP Improvements Obligation Developer shall be entitled to credits against or reimbursement from City traffic mitigation fees for the cost of constructing roadway improvements that are included in City's roadway capital improvement program ("Roadway CIP") and identified in this Agreement.

Department Public Works Department
Status On going obligation
Section 3.5.21
Title Sun Cit y Traffic Improvements
Obligation In the event that City's Public Works Director determines that the traffic volume on Del Webb Boulevard has become worse than level of service (LOS) B, then City will meet with the Sun City Homeowners Association to discuss potential operational improvements for use in the event that the traffic volume degrades to worse than LOS C. Payment of the sum required under Section 3.25 shall satisfy any and all obli
gations of Developer under this Section.

Department Public Works Department
Status On going obligation
Section 3.5.23
Title Traffic Benefit Fee
Amendment #2 – Ord. #4723
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation In consideration of amendments to the WRSP for Phases 3 and 4 of the Propert y that West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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have increased the total allowed residential units for the Property, the City and Developer agree to provide additional funding from pay-as-you-go revenues generated from the collection of special taxes in the Westpark CFD No. 1 for authorized roadway facilities identified in the Westpark CFD No. 1. The pay-as-you- go proceeds are intended to provide a funding source for authorized facilities identified in the Westpark CFD No. 1 formation documents for which funding is not presently available. Once all of the authorized facilities have been constructed, and all amounts related to these facilities have been paid in full, the City is authorized to levy the special tax in the Westpark CFD No. 1 so as to yield $930,000 (the "Traffic Benefit Assessment") from the pay-as-you-go proceeds. If such levy in any one year is insufficient to generate this amount, the City shall continue to collect pay-as-you-go proceeds until such time as the entire Traffic Benefit Assessment has been funded b
y pay-as-you-go proceeds.

Department Finance Department
Status On going obligation
Section 3.5.24
Title Additional Developer Dedication of Property to City Amendment #5 – Ord. #5217
Obligation As part of the entitlements reques ted by Developer and vested by this Fifth Amendment, City has re-designated and rezoned the property comprising new Parcel W-30 from Light Industrial to Community Commercial, and re-designated and rezoned the property comprising new Parcel W-50e from Light Industrial to Park.

Pursuant to this
Fifth Amendment, Developer agrees to dedicate to City, after recordation of the final map creating such parcels, the following two parcels:

W-30 Community Commercial 3.0 net acres W-50e Park 3.1 net acres

Developer' s dedication of Parcel W-30 to City, and the City's re-designation and rezoning of a portion APNs 017101-018 and 017-101- 019, will result in the City owning a 13.7± acre Community Commercial parcel at the corner of Blue Oaks Boulevard and Westbrook Boulevard, compared to the 5.7± acres Community Commercial property owned by City prior to this Fifth Amendment. In acknowledgement of such significant benefit to City from this additional land dedication by Developer, and as set forth in Section 3.12.1below, City shall count the

5.1± acre City-owned portion of APN 017-101-017 designated for park use toward Developer's neighborhood park acreage dedication requirement in Developer's portion of the WRSP.

Department Parks Department and Economic Development Department Status On going obligation
Section 3.5.25
Title Development Rights Easement
Amendment #5 – Ord. #5217
Obligation Subject to the provisions of the Fi rst Amendment to Purchase and Sale Agreement With Escrow Instructions by and between City and Developer and approved by the City Council at a public meeting together with this Fifth Amendment, at the time of recordation of the first small lot residential subdivision map in Phase 4 of the Property, but in no case later than December 311 2014, Developer agrees to pay to City a reimbursement of $126,500.00 for removal of 14.32 acres from the 1,000 foot non-residential Pleasant Grove Wastewater Development Rights Easement. If the reimbursement payment provided for in this Section 3.5.25 is not timely paid to City, West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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City may suspend issuance or granting of any City-issued permits until full payment as provided for herein is made.

Department Parks Department and Economic Development Department Status On going obligation
Section 3.6
Title Sewer Facilities
Obligation Developer shall construct on-site and of f-site sewer facilities as described in this Section and the Phasing Plan. Developer shall, subject to the provisions of Section

2.8 of this Agreement, be solely responsible for obtaining easements and rights-of- way located within the Specific Plan that are required for construction of such improvements. City shall provide Developer with any rights-of-entry needed to connect these improvements to the City's existing sewer system. Except for the improvements expressly described herein and as shown on Exhibit "P", Developer shall have no obligations to install or pay for the installation of any off-site treatment or transmission facilities, except through the payment of sewer connection fees (local, regional and special benefit) levied and collected by the City at the time of development pursuant to Cit
y ordinances.

Department Environmental Utilities
Status On going obligation
Section 3.6.1
Title Master Wastewater Plan
Obligation Developer shall construc t wastewater conveyance facilities to connect the Project to the Pleasant Grove Wastewater Treatment Plant ("Treatment Plant"). Timing and sizing for the construction of such facilities shall be consistent with the Infrastructure Phasing & Reimbursement Schedule.

Where wastewater conveyance facilities are to be located within roadways, such facilities shall be installed concurrent with the construction of the corresponding road improvements, if not earlier. All weather maintenance access roads shall be provided to sewer improvements that are not located within roadways. A maintenance road shall be provided by Developer under the Blue Oaks bridge and along the south side of Pleasant Grove Creek to accommodate Wastewater Treatment Plant service vehicles.

Department Environmental Utilities
Status On going obligation
Section 3.6.2
Title Improvement Standards
Obligation All sanitary sewer improvements s hall be designed and constructed pursuant to City's then current Improvement Standards and shall be subject to City plan review, construction inspection and final approval. Developer shall pay then current plan check, mapping and inspection costs as incurred by City for review, mapping and inspection of such improvements.

Department Environmental Utilities
Status On going obligation
Section 3.6.3
Title Access to Manholes
Obligation All manholes shall be located so that they are accessible by City sewer maintenance vehicles unless otherwise approved by the Environmental Utilities Director. All manholes shall be made watertight during construction. Developer shall maintain access for City sewer maintenance vehicles to all existing manholes in the Specific Plan. Where feasible, maintenance roads shall be combined with bikeways.

Department Environmental Utilities
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Status On
going obligation
Section 3.6.4
Title Public Utilit y Easements
Obligation Where wastewater improvements to be constructed by Developer are not located within road rights-of-way, as and when Developer installs such wastewater improvements,
Developer shall grant and City shall accept a non-exclusive public utility easement for the ownership and maintenance of such lines, together with access thereto for maintenance purposes. Easement widths shall be granted in accordance with the City's Improvement Standards.

Department Environmental Utilities Department
Status On going obligation
Section 3.6.6
Title Oversizin g of Wastewater Facilities - Reimbursement Obligation Subject to the provisions of Section 4.2 of this Agreement, Developer shall be entitled to reimbursement from third parties whose property is benefited by Developer's construction of wastewater facilities required by City in which there exists capacity in excess of that required to serve the development of the Property. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property and other property benefited by such construction.

The timing for the payment of any such reimbursement shall be paid upon the earlier of the formation of a CFD and issuance of bonds for such CFD serving development by such third parties or, recordation of the first small lot subdivision map serving the development b
y such third party.

Department Environmental Utilities Department
Status On going obligation
Section 3.7.2
Title Financin g of Water Supply
Obligation Developer shall have no obligation to inst all or pay for the installation of any off-site water storage, treatment or transmission facilities, except through the payment of water connection fees levied and collected by the City at the time of development pursuant to hen existing City ordinances and this Agreement.

Department Environmental Utilities Department
Status On going obligation
Section 3.7.3
Title Contribution of Water Meter Retrofit Pro gram
Obligation In furtherance of its water conservation program, City has implemented a Water Meter Retrofit Program. To participate in the Water Meter Retrofit Program and to provide a benefit to the City and existing City residents, Developer shall pay to City, at the time of building permit, the sum of $115.00 per dwelling unit equivalent (DUE) inflated annually based upon the Engineering News Record, Construction Cost Index for the United States average of the 20-cities and San Francisco (CCI).

Should such index no longer exist, the Director of Environmental Utilities shall choose a similar index which in his/her opinion fairly estimates the inflation factor applicable to construction.

Department Environmental Utilities Department
Status On going obligation
Section 3.7.5
Title Groundwater Wells
Amendment #6 – Ord. #5441
Obligation A. Developer shall dedicate to City Parcel W-77 in Phase 4 and shall construct a West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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groundwater well at the approximate location shown on Exhibit "U" and prepare the well according to industry standard, subject to approval by the Environmental Utilities Director. The exact location of the well and well site and qualifications of the design firm, well drilling contractor and construction inspection services provider shall be reviewed and approved by the Environmental Utilities Director prior to construction.

The well shall be designed to include Aquifer Storage and Recovery Capabilities and, to the extent feasible, the well shall achieve a yield of approximately 1,800 gallons per minute. Developer shall drill the well upon the earlier of the need for the well to provide water service to the Project, or prior to adjacent residential construction and concurrent 1Nith construction of adjacent roadways. The City shall be responsible for the construction of the above-ground portions of the well facilities (site improvements and pumping facilities).

B. In-Lieu Fee. Within ten (10) business days after the recordation of this Sixth Amendment Developer will pay to City the amount of $445,983.00 (the "In-Lieu Fee").

C. Well-Site W-76 References. Subject to payment of the In-Lieu Fee and abandonment of the monitoring well, Subsection 3.7.5(A) shall become operative and all references to and depictions of Well-Site W-76 in the Development Agreement (including the amendments thereto), including without limitation, those on Exhibit U and in the Infrastructure Phasing Plan are hereby deemed deleted.

D. Release of Developer Obligations. Subject to payment of the In-Lieu Fee, City hereby forever releases and discharges Developer and Well-Site W-76 from any and all obligations under the Development Agreement to provide dedications to the City for well-sites and/or to design and/or construct groundwater wells or related facilities.

The City shall impose no further restriction or limitation on building permits and/or certificates of occupancy for Developer’s residences on the Sixth Amendment Property as it relates to dedication of well sites and construction of wells.

E. Abandonment of Monitoring Well. Developer shall, at its sole cost and expense and prior to developing Well-Site W-76, obtain any required permits to abandon the existing monitoring well and perform the physical abandonment of the monitoring well.

Department Environmental Utilities Department
Status On going obligation
Section 3.7.6
Title Water Conservation Measures
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation Developer of Phase 3of the Property and its successors shall implement a Water Conservation Plan included as Exhibit "LL" to this Agreement (the "Phase 3 Water Conservation Plan"). Developer of Phase 4 of the Property and its successors shall implement a Water Conservation Plan, included as Exhibit "MM" to this Agreement (the "Phase 4 Water Conservation Plan"). The Phase 3 Water Conservation Plan and the Phase 4 Water Conservation Plan shall include compliance with the City's Water Efficient Landscape Ordinance ("WELO") and outline all water conservation measures being implemented within Phase 3 and Phase 4, respectively, and measures to ensure a water conservation objective of a reduction in water use by 18.4% over current land use characteristics in Phase 3 and

13.7% in Phase 4 of the Property are achieved in perpetuity, and shall be approved at the discretion of the Environmental Utilities Director prior to issuance of the first West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

building permit in Phase 3 or Phase 4, as the case may be. Such water conservation measures shall include compliance with the WELO, and shall include, but are not limited to, Smart Timers, re- circulating hot water systems, and turf limitations. Such water conservation measures shall be disclosed to each purchaser of real property within the Property.

Modifications to the Phase 3 Water Conservation Plan or the Phase 4 Water Conservation Plan as approved by the Environmental Utilities Director shall not require an amendment to this Agreement. Water conserved by Developer in Phase 3of the Property pursuant to measures implemented under the Phase 3 Water Conservation Plan, including measures specified in this Section 3.7.6, and as verified by the City through its review of achievement of water conservation goals, shall be allocated by City for use by Developer in Phase 3 of the Property owned by Developer in the WRSP.

Department Environmental Utilities Department
Status On going obligation
Section 3.7.7
Title Instant Hot Water Feature
Obligation Every residential unit within the Projec t, shall include a recirculating hot water system or similar technology to provide instantaneous hot water at each hot water faucet.

Department Environmental Utilities Department
Status On going Obligation
Section 3.7.8
Title Periodic Confirmation of Water Conser vation Goal for Phase 3 of the Property Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Obligation The City has determined, and the Deve loper agrees, that the available water supply is sufficient to serve Phase 3and Phase 4 of the Property. This determination was the conclusion of a review of the demand and source issues created by the projected build-out of Phase 3 and Phase 4 of the Property. The demand for water at build-out of Phase 3 and Phase 4 of the Property was determined by reference to the City's current information on water usage for the various land uses included and permitted within the City and the proposed land uses within Phase 3 and Phase 4 of the Property and by reference to the Developer's Phase 3 Water Conservation Plan and Phase 4 Water Conservation Plan which includes a reduction in water use by 18.4% over current use characteristics for Phase 3 and a reduction in water use by 13.7% over current use characteristics in Phase 4.

The sources for water evaluated for the Project (including Phase 3 and Phase 4 of the Property) are the same types of source currently used throughout the City; namely, surface water contracts with federal and local agencies and in drought or emergency situations the use of groundwater. City and Developer are satisfied that the demand and source assumptions relied upon to assure water for the Project (including Phase 3and Phase 4 of the Property) are valid. However, the Parties have agreed to the following procedure to assure the continued validity of the underlying assumptions used within Phase 3 and Phase 4 of the Property and used within the Phase 3 Water Conservation Plan and Phase 4 Water Conservation Plan as described in Section 3.7.6. Validation of water supplies for the Project is described within Section 5.3 below.

At the time after the completion of 50% of the dwelling units in Phase 3 of the Property, or, for Phase 4, after the completion of 50% of the dwelling units in Phase 4 of the Property, and then no more frequently than annually thereafter during the term of this A
greement, at the same time as the annual review provided for in Section 5.2 West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

of this Agreement, the Parties shall review the underlying assumptions regarding water demands, the achievement of project water conservation goals and sources of water for Phase 3 or for Phase 4 of the Property, respectively. Water conserved by Developer pursuant to measures implemented under Section 3.7.6 of this Agreement shall be factored into the review provided hereunder to the benefit of Developer. If the City determines that the actual demand differ materially from the assumptions in the Water Conservation Plan for Phase 3 or the Water Conservation Plan for Phase 4 of the Property, and that the difference(s) will negatively affect the City's ability to provide
water for Phase 3 or Phase 4 of the Property, then the Parties shall meet and in good faith attempt to implement whatever measures are needed to assure the water supply will meet the Property's Phase 3 demands, or the Property's Phase 4 demands, respectively, provided, however, that should City adopt City-Wide a requirement for a reduction in water use by more than the 18.4% in Phase 3 and

13.7% in Phase 4 over current potable water usage as set forth herein, and the then built portion of Phase 3 of the Property has met its 18.4% objective or the then built portion of Phase 4 of the
Property has met its 13.7% objective set forth in this Section 3.7.8, the residential units for which building permits have not yet been issued shall be required to implement such measures necessary to achieve such City-Wide requirement, above the 18.4% objective for Phase 3 and 13.7% for Phase 4 set forth in this Section 3.7.8.

Development and implementation of such measures on the unbuilt units in Phase 3 or Phase 4 of the Property shall be at Developer's cost. The foregoing notwithstanding, should City achieve its adopted City-Wide water conservation goals, Phase 3 or Phase 4 of the Property shall not under any circumstances be deemed out of compliance with its Phase 3 Water Conservation Plan water conservation objective or the Phase 4
Water Conservation Plan water conservation objective, respectively, as set forth herein.

Department Environmental Utilities Department
Status On going obligation
Section 3.8.2
Title On-Site Water Facilities
Obligation Developer shall construc t on-site water system facilities as described in the Phasing Plan. All such facilities to be constructed by Developer, including mains, shall be designed and constructed pursuant to City's then current Improvement Standards and subject to City plan review, construction inspection and final approval. Developer shall pay then current plan check, mapping and inspection costs as incurred by City for review, mapping and inspection of such improvements. Developer will not be responsible for the construction of potable water reservoirs and pump station except through the payment of City water connection fee and special benefit fees as may be applicable or otherwise described herein.

Department Environmental Utilities Department
Status On going obligation
Section 3.8.3
Title Off-Site Water Facilities
Obligation Developer shall construct off-site wate r system facilities as further described in the Phasing Plan. All such facilities shall be subject to City plan review, mapping, construction inspection and final approval, and Developer's payment of City's then current costs or fees therefor.

Department Environmental Utilities Department
Status Obli gation ongoing
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Section 3.8.4
Title Oversizin g of Water Facilities – Reimbursement
Obligation Subject to the provisions of Section 4.2 of this Agreement, Developer shall be entitled to reimbursement from third parties whose property is benefited by Developer's construction of water facilities required by City in which there exists capacity in excess of that required to serve the development of the Property. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property and other property benefited by the construction. Specific water facilities subject to reimbursement pursuant to this Section 3.8.4 and Section 4.2 of this Agreement.

Department Environmental Utilities Department
Status On going obligation
Section 3.8.5
Title Water S ystem Sequencing
Obligation Water system facilities shall be co nstructed as provided in the Phasing Plan concurrently with the construction of the road improvements described in Section 3.5 of this Agreement. Extensions into the neighborhoods will be completed with development of each neighborhood. Water line extensions shall be sequenced to assure looped systems in all developing areas, except as otherwise approved by the Environmental Utilities Director.

Department Environmental Utilities Department
Status On going obligation
Section 3.8.6
Title Public Utilit y Easements
Obligation Where the water improvements to be cons tructed by Developer are not located within road rights-of-way, as and when Developer installs such water facilities, Developer shall grant and City shall accept a non-exclusive public utility easement the width of which shall be in accordance with City's then current Improvement Standards, for the ownership and maintenance of such lines, together with access thereto for maintenance purposes only.

Department Environmental Utilities Department
Status On going obligation
Section 3.8.7
Title Water Softeners
Obligation As part of its development of the Proj ect, Developer and its successors shall not provide water stub outs for the installation of water softeners.

Department Environmental Utilities Department
Status On going obligation
Section 3.8.8
Title Disclosure to Bu yers
Obligation Developer shall disclose to all resid ential and non-residential buyers that the Property will be served by both surface water and groundwater supplies and that variations in the appearance, taste and color of water may be noticed from time to time and include such disclosure in the CC&Rs for the Property. The disclosure shall describe the location of groundwater wells and water storage facilities. As further disclosure Developer shall install signage at future water facility sites describing the facilities to be constructed on the subject site. Signs shall be provided per City specifications.

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The Environmental Utilities Director must review and approve sign layouts prior to installation.

Department Environmental Utilities Department and City Attorney Status Attorney: Evaluation of disclosures don e at time of submittal of CC&Rs. Ongoing obligation.

Section 3.9
Title Rec ycled Water Facilities
Obligation Developer shall construc t recycled water system facilities as provided in this Section, the Phasing Plan. Recycled water shall be used for irrigation of parks and landscape setbacks, medians, paseos and other landscape areas including all multi-family and non-residential landscaping uses. Developer shall construct and dedicate upon completion thereof, a recycled water line system.

Developer has the right to construct recycled water tanks, off-site Phillip Road and off-site Blue Oaks Boulevard on City property as required for the Project. If additional property in excess of the 5 acres is necessary for said improvements, Developer shall pay to City the then current fair market value for the additional property.

All recycled water system facilities including storage tank, pump station, transmission,
distribution and public and private irrigation systems shall be designed and constructed pursuant to City's then current Improvement Standards and shall be subject to City plan review, construction, inspection and final approval and payment of all applicable fees for plan review, mappin
g and inspection of such improvements.

Department Environmental Utilities Department
Status On going obligation
Section 3.9.2
Title Oversizin g of Recycled Water Facilities - Reimbursement Obligation Subject to the provisions of Section 4.2 of this Agreement, Developer shall be entitled to reimbursement from third parties whose property is benefited by Developer's construction of recycled water facilities required by City in which there exists capacity in excess of that required to serve the development of the Property. Such reimbursement shall be pro rata, based on the respective capacity requirements of the Property and other property benefited by the construction.

Department Environmental Utilities Department
Status On going obligation
Section 3.9.4
Title Rec ycled Water Use Disclosure to Buyers
Obligation Developer shall disclose to all buyers that recycled water shall be used for irrigation of parks and landscape setbacks, medians, paseos and other landscape areas including all multi- family and non-residential landscaping uses. Such disclosure shall be included in the CC&Rs for the Property.

Department Environmental Utilities Department and City Attorney Status Attorney: Evaluation of disclosures don e at time of submittal of CC&Rs. Ongoing obligation.

Section 3.10
Title Draina ge Facilities
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Obligation Developer shall be responsible for the design and construction of all storm drain facilities required to serve the Property in conformance with the City's Improvement Standards, Stormwater Management Program, the Placer County Storm Water Management Manual (for detention facilities) and the 404 Permit O&M Plan (for open space preserves). In general, drainage facilities shall be constructed concurrent with roadway improvements. Prior to approval of any improvement plans for the construction of storm drain facilities, a master drainage plan shall be prepared and approved by the City Engineer for each shed area. Developer shall provide drainage improvements as provided in this Section and the Phasin g Plan.

Department En gineering
Status On going obligation
Section 3.10.1
Title Other A gency Approval
Obligation Prior to issuance of any building permit or grading permit, Developer shall obtain, at its expense, all permits and agreements as required by other agencies having jurisdiction over drainage, water quality or wetlands issues including, but not limited to, the Regional Water Quality Control Board ("RWQCB"), the U.S. Army Corps of Engineers and the California Department of Fish and Game.

Developer shall prepare and implement a Storm Water Pollution and Prevention Plan (SWP3), and shall construct and maintain Best Management Practices (BMPs) as required by law, the SWP3 and as approved by the City, concurrently with construction of any improvements. Developer shall obtain a permit from the RWQCB for the General Construction Storm Water Permit Compliance Program, as required b
y law, prior to the start of any construction, including grading on the Property.

Department En gineering and Building Division
Status On going obligation
Section 3.10.2
Title Storm Drains
Obligation Developer shall construct storm drain mains and laterals in accordance with the Master Drainage Plan and with the City's then current improvement standards and shall provide laterals to serve all parcels on the Property, including, but not limited to, park sites. Storm drain laterals shall be constructed to the property line concurrently with the construction of connecting open channels or storm drain mains. Developer may use "cast in place" pipe for storm drains which are 24" in diameter or larger.

Department En gineering
Status On going obligation
Section 3.10.4
Title Draina ge Easements
Obligation Where drainage facilities to be owned an d maintained by City are to be constructed by Developer and are not located within road rights-of-way, as and when Developer installs such drainage improvements, Developer shall grant and City shall accept a non-exclusive public utility easement for the ownership and maintenance of such lines, together with access thereto for maintenance purposes only. Easement widths shall be
granted in accordance with the City's then current Improvement Standards.

Department En gineering Division
Status On going obligation
Section 3.11.1
Title Electric Facilities
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Obligation Concurrently with the construction of the adjacent roadways, Developer agrees to construct, or finance the construction of, on- site 12kv electric distribution facilities as directed by the Electric Utility Director. Developer shall construct or finance construction of on-site 12kV electric distribution facilities in accordance with final on- site electric distribution designs for the Specific Plan as directed by the Electric Utility Director in accordance with applicable City Electric Utility Department Specifications.

Final on-site electric utility improvements including streetlights, will be designed upon receipt of approval and adopted improvement plans for the applicable Specific Plan roadwa
ys.

Department Electric Departmen t
Status On going obligation
Section 3.11.1.1
Title Electric Facilities Serving Phase 4
Amendment #5 – Ord. #5217
Obligation At the time of recordation of the firs t small lot residential final subdivision map in Phase 4, Developer shall pay for the materials, labor to construct, and labor to remove temporary 12kV overhead and underground electrical circuits, estimated at approximately $335,000, from the West plan Substation to serve Phase 4 of the Property. City shall install such 12kV circuits, which 12kV circuits shall allow Developer to obtain all LDR and MDR residential building permits in Phase 4 of the Property. Developer shall be responsible for grading and for the installation of all pull boxes, trenching, conduit and similar facilities needed to tie the underground electric facilities within Westbrook Boulevard to the new 12kV circuits.

Such extension of the 12kV electrical circuits to Phase 4 of the Property shall not provide sufficient electrical capacity to allow either Parcel W-16 in the WRSP (in Phase 3 of the Property) or any of the Light Industrial parcels in Phase 4 of the Property, or both, to be provided electrical service in order to be developed. Once the electrical substation site (the "Substation Site") in the Sierra Vista Specific Plan (SVSP) has been dedicated to the City, constructed, is operational, and 12kV circuits extended underground to Phase 4 of the Property, or as otherwise determined by City, or the Substation Site has been dedicated to the City but more than two (2) years from dedication of the Substation Site to City have passed without completion of the
substation, then there shall be no further restrictions due to adequacy of electrical service on development of either Parcel W-16 in the WRSP or Light Industrial parcels in Phase 4 of the Propert
y, or both.

Department Electric Department
Status On going obligation
Section 3.11.3
Title 60kV Disclosure
Obligation Developer shall include a notice in the project CC&R's and its sales documentation advising property owners adjacent to the 60 kV easement areas that the City may utilize the public utility easements along the west side of Fiddyment Road, north and south side of Blue Oaks Boulevard, and the east side of West Side Drive and south side of
Pleasant Grove Boulevard to construct 60kV overhead electric lines.

Department Electric Department
Status On going obligation
Section 3.11.4
Title Streetli ghts
Obligation Concurrent with the construction of the ad jacent roadways, Developer agrees to West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

construct, or finance construction of, streetlights within the Property, as directed by the
Electric Utility Director. Except as may otherwise be permitted by the Electric Utility Director, no street shall be opened to the public unless and until streetlights have been installed in accordance with the Specific Plan and applicable requirements of the Electric Department. Developer agrees that the street lights within the Property shall be installed consistent with the city-approved roadway lighting standards to include decorative street lights approved by the City and as shown in the WRSP Desi
gn Guidelines.

Department Electric Department
Status On going obligation
Section 3.11.5
Title Electrical Efficienc y
Obligation In order to balance conservation e fforts with energy supplies, residential air conditioning units shall have a Seasonal Energy Efficiency Ratio (SEER) of 2 points above minimum as defined the State of California in Title 24 of the Code of California Regulations, and an Energy Efficiency Ratio (EER) of 12 or greater. Commercial air conditioning units of 5 tons or less (<65,000 Btu/h) shall meet the Consortium for Energy Efficiency (CEE) Tier II specifications. The SEER rating will be specified on building plans and Title 24 compliance certificates at the time building permits are requested.

Department Buildin g Division
Status On going obligation
Section 3.12.3
Title Neighborhood Park Fee
Amendment #8 – Ord. #5871
Obligation Upon the issuance of each residential building permit within the Project, Developer shall pay a neighborhood park fee to fund neighborhood park construction. Such neighborhood park fee shall be $2,156 per single-family residential unit; $1,528 per Low Density Active Adult (i.e., Age-Restricted) unit; and $1,528 per multi-family residential unit, subject to annual adjustment, on July 1, based on the percentage change in the CCI (Construction Cost Index).

The Neighborhood Park Fee, as calculated herein, is figured on 95% of the total dwelling units proposed to be entitled in the Plan Area for construction of Neighborhood Parks within the WRSP. The 5% reduction in units shall protect the City in the event that Developer under builds the number of units assigned to large lot parcels as a result of Density Transfers (consistent with Section 2.3). City may conduct an annual re-assessment of park fees adjust fee upward if underutilization of entitled dwelling units exceeds the initial 5%.

At the end of a development phase, City shall review development progress of Neighborhood Parks to determine if development is on target as it relates to collection of park fees by phase. City shall review the development phase with overall neighborhood park development and any impacts, particularly if subsequent phases will need to utilize funding previously collected for development. At the completion of all residential and nei
ghborhood park development, according to the park financing West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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plan for the WRSP, if there are any remainder fees, City shall, within thirty (30) days of filing a notice of completion the last neighborhood park for the WRSP, refund to Developer any remainder fees.

Upon the issuance of the first residential building permit on either Parcel W-28 or Parcel W-29, Developer shall pay in a lump sum payment the total Neighborhood Park Fee of $2,897 per single-family residential unit for all the single-family residential units to be built in Parcels W-28 and W-29, subject to annual ad
justment, on July 1, based on the percentage change in the CCI.

Department Parks Department and Buildin g Division
Status On going obligation
Section 3.12.3.1
Title Nei ghborhood Park Frontage Improvements
Obligation When installing road improvements ad jacent to neighborhood park sites, Developer shall construct the frontage improvements (excluding landscaping and sidewalks) and stub utilities for the park site, subject to direction from City on the location of such utility stubs. The cost of this work has been accounted for in the Parks Financing Plan.

Developer shall not be entitled to any reimbursement for the cost of such frontage improvements, including without limitation, any reimbursement pursuant to Section

3.12.2 above.

Department Parks Department
Status On going obligation
Section 3.12.4
Title Citywide Park Fee
Amendment #8 – Ord. #5871
Obligation Upon the issuance of each re sidential building permit within the Project, Developer shall pay a City-Wide park fee to fund the construction of City- Wide park facilities within the Property. Such City-Wide park fee shall be$1,776 per single-family residential unit; $1,776 per Low Density Active Adult (i.e., Age- Restricted) unit; and $1,776 per multi-family residential unit, subject to annual adjustment, on July 1, based on the percentage change in the CCI. City-wide park fees paid by Developer shall be applied to the construction of improvements to Parcels F-54, F-55 and F-56 owned by Fiddyment.

Upon the issuance of the first residential building permit on either Parcel W-28 or Parcel W-29, Developer shall pay in a lump sum payment the total City-Wide Park Fee of $2,387 per single-family residential unit for all the single-family residential units to be built in Parcels W-28 and W-29, subject to annual adjustment, on July 1, based on the percenta
ge change in the CCI.

Department Parks Department and Buildin g Department
Status On going obligation
Section 3.12.4.2
Title City-Wide park Fee for Village Center Community Commercial PCL W-32 Amendment #8 – Ord. #5871
Obligation For the community care facility built on Village Center Community Commercial Parcel W-32, Developer shall pay Citywide Park Fees at the then prevailing $2,387 City- Wide Park Fee amount for each of the assisted living units built on Parcel W-32, excluding units designated for memory care residents, to be paid to City in a lump sum payment upon issuance of the first building permit for the community care facility built on Parcel W-32, subject to annual adjustment, on July 1, based on the percenta
ge change in the CCI. At the time of approval of this Eighth Amendment, 27 West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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of the planned 87 assisted living units on Parcel W-32 are planned to be memory care units, and so the 60 non-memory care assisted living units planned to be built on Parcel W-32 would generate a total of $143,220 in City-Wide Park Fees, to be paid in a lump payment to City at the time of issuance of the first building permit for the community care facility to be built on Parcel W-32. City agrees that the City-Wide Park Fees collected from the community care facility on Parcel W-32 shall be utilized to construct improvements on Village Green Park Parcel W-54. City further agrees that any community care facility built on Parcel W-32 shall not be subject to neighborhood park fees, paseo fees, and bike trail fees in the WRSP, and not subject to any Public Benefit Fee under Section 3.14.3, any General Fund Contribution under Section 3.14.4, or an
y Community Benefit Fee under Section 3.14.19."
Department Parks Department
Status On going obligation
Section 3.12.5
Title Paseo Fee
Obligation Upon the issuance of each residential building permit within the Project, Developer shall pay a paseo fee to fund the construction of paseos within the Property. Such paseo fee shall be $635 per single-family residential unit; $450 per Low Density Active Adult (i.e., Age-Restricted) unit; and $450 per multi-family residential unit, subject to annual adjustment, on July 1, based on the percenta
ge change in the CCI.

Department Parks Department
Status On going obligation
Section 3.12.6
Title Bike Trail Fee
Amendment #3 – Ord. #4910
Obligation Upon the issuance of each residential building permit within the Project, Developer shall pay a bike trail fee to fund bike trail construction within the Property.

Such bike trail fee shall be $529 per single-family residential unit; $375 per Low Density Active Adult (i.e., Age-Restricted unit; and $375 per multi-family residential unit, subject to annual adjustment, on July 1, based on the percentage change in the CCI.

At the request of the City and provided that sufficient funds are available at the time of construction, Developer shall construct, consistent with City standards, segments of bike trails that are adjacent to the construction of subdivision improvements by Developer. In such instances, Developer shall be entitled to reimbursement by City from the bike trail fee, for the actual cost of constructing the adjacent bike trail improvements, but not to exceed the costs specified in the Parks Financin g Plan.

Department Parks and Alternative Transportation
Status On going obligation
Section 3.12.8
Title Entire Park Land Obli gation
Obligation The City agrees that the provisio ns of the Specific Plan and the commitments contained herein satisfy Developer's General Plan park obligations for the dedication and improvement of neighborhood/community and city-wide parks and open space related to development of the Propert
y.

Department Parks Department
Status On going obligation
Section 3.12.9
Title Open Space Preserve Areas
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Obligation Developer shall obtain from the Army Corps a 404 Permit to fill wetland resources in conjunction with development of the Property, a condition that requires the preservation of certain environmental habitat. The areas in which such habitat will be preserved are known as Open Space Preserve Areas and consist of the following three parcels:

1. A 267.0 acre, more or less, portion of the Property for the purposes of drainage, flood control, bike trails and preservation of wetland habitat and open space, shown as Parcel W-81;

2. A 5.2 acre, more or less, portion of the Property for the purposes of drainage, flood control, bike trails and preservation of flood plain, bike trails, fire break maintenance, and wetland habitat and open space, shown as Parcel W-82; and

3. A 77.2 acre, more or less, portion of the Property for the purposes of drainage, flood control, bike trails and preservation of flood plain, bike trails, fire break maintenance, and wetland habitat and open space, shown as Parcel W-83.

Department Parks Department
Status On going obligation
Section 3.12.9.1
Title Conve yance of Open Space Preserve Areas
Obligation Upon the satisfaction by Developer of all conditions of the 404 Permit, any corresponding Operations and Management Plan ("O&M Plan") related thereto, and the expiration of any required monitoring/reporting period associated therewith and subject to the formation of the Maintenance CFD as described in Section 3.20 of this Agreement, Developer shall convey to the City and City shall accept, in fee, the property comprising the Open Space Preserve Areas.

Department Parks Department
Status On going obligation
Section 3.14.1
Title Fire Tax
Obligation Developer or its respective successors shall pay the Fire Service Construction Tax, at issuance of building permit, as set forth at Chapter 4.46 of the Roseville Municipal Code. In the event that the Fire Service Construction Tax is not extended or otherwise discontinued, Developer or its successors shall continue, through Project buildout, to pay a fee, at issuance of building permit, equal in amount to the discontinued Fire Service Construction Tax. Developer hereby consents to and waives an
y objection to the imposition of such substitute fee.

Department Fire Department and Buildin g Division
Status On going obligation
Section 3.14.3
Title Public Benefit Fee
Obligation As partial consideration for this Agre ement, to offset a portion of the impact of the Project and the associated tax sharing agreement with Placer County, and to ensure that the Project will benefit current and future residents of Roseville, Developer shall pay a Public Benefit Fee at the time of obtaining each residential building permit for the Project. The Public Benefit Fee for each low density and medium density residential unit shall be $1,280. The Public Benefit Fee for each high densit
y residential unit shall be $845.

Department Buildin g Division
Status On going Obligation
Section 3.14.4
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Title General Fund Contribution
Obligation As partial consideration for this Agre ement, to offset a portion of the impact of the Project and the associated tax sharing agreement with Placer County, and to ensure that the Project will produce a positive net fiscal impact on the City, Developer shall pay a General Fund Contribution as follows. At the time of obtaining each residential building permit for the Project, Developer shall pay a General Fund Contribution of $1,060 for each low density and medium density unit and $700 for each hi
gh density unit.

Department Buildin g Division
Status On going Obligation
Section 3.14.5
Title Liens, Encumbrances, Covenants, Conditions and Restrictions Obligation Except as approved by City or provided for by this Agreement, all property to be conveyed in fee to City pursuant to this Agreement shall be free of any liens, financial encumbrances, special taxes, hazardous materials or assessments. Developer shall, for each such conveyance, provide to City, at Developer's expense, a current preliminary title report and preliminary site assessment for hazardous waste in a form approved by the City Attorney. Any policy of title insurance required by City shall be at City's expense.

Department Cit y Attorney
Status Evaluation done at time of conve yance. Ongoing obligation.

Section 3.14.6
Title Si gnage for Future Public Facilities
Obligation Developer shall provide and install signa ge at the following public facility sites to alert residents of future facilities: water tank and pump station site (W-74), recycled water tank site, recycling site (W-74), well sites (W-76 and W-77), park sites (W-50, W-51, W-52, W-53, W-54, W-55), and school sites (W-70, W-73, W-75), per City specifications and applicable sign permits.

Department Plannin g Department
Status On going obligation
Section 3.14.7
Title Librar y Facilities
Obligation Developer agrees to participate and pay it s fair share of the capital cost of library services in the event that the City should amend its current city-wide Public Facilities fee to include library facilities or adopts any other equitable financing mechanism for the provision of library facilities.

Department Librar y Department
Status On going obligation
Section 3.14.10
Title Refuse and Green Waste Bins
Obligation Developer agrees to pay City $170 (subject to any City wide increase for this charge) per single-family residential unit for one (1) 90-gallon automated refuse container and one (1) automated green waste compost disposal bin at issuance of building permit.

Department Buildin g Division and Environmental Utilities Status On going obligation
Section 3.14.11
Title Construction Waste
Obligation Developer shall require construction contractors and subcontractors to reduce construction waste by recycling a minimum of 50% of construction materials or that all construction debris be delivered to the Placer County Western Regional Materials Recover
y Facility where recyclable material will be removed. Developer shall require West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

that contractors and subcontractors submit records annually of waste diversion and disposal to the City's Environmental Utilities Department in order to verify compliance with this requirement.

Department Environmental Utilities
Status On going obligation
Section 3.14.12
Title Air Quality Program
Obligation In lieu of each individual project implem enting its own off-site mitigation program, the WRSP shall contribute the total sum of $758,700 to implement an off-site mitigation program to mitigate air quality impacts by offsetting long-term operational ozone precursor emissions. The City shall enter into an agreement with Placer County Air Pollution Control District (PCAPCD) to coordinate the program, and to collect and disburse the funds contributed pursuant to this section. Funds shall be used for projects, programs and services that will reduce emission sources to the direct benefit of City residents. Such projects, programs and services may include, but shall not be limited to, replacement of non-EPA-certified wood stoves, transit vehicle conversions, and retrofitting vehicles with cleaner-burning alternative fuels.

Contribution of funds pursuant to this section shall be by payment of a fee upon the issuance of each building permit, established by City prior to issuance of the first building permit in the WRSP, averaging $90.84 per dwelling-unit equivalent.

Department Buildin g Division
Status On going obligation
Section 3.14.13
Title Traffic Si gnal Coordination Fee
Obligation As partial consideration for this Agre ement and to offset certain anticipated traffic impacts, Developer shall pay a Traffic Signal Coordination Fee to coordinate traffic signals for improved traffic operations in the City. The fee shall be paid upon issuance of each building permit, in the amount of one hundred dollars ($100) per dwelling unit equivalent. For purposes of this section, the total dwelling unit equivalents shall be consistent with the calculation for traffic impact fees (and not the same as for public facilities impacts).

Department Buildin g Division
Status On going obligation
Section 3.14.14
Title Transit Shuttle Service Fee
Amendment #1 – Ord. #4364
Obligation Developer shall pay the Transit Shuttle Service Fee to provide a shuttle service from the Specific Plan to the Watt Avenue/Interstate 80 light rail station. The fee shall be paid upon issuance of each building permit, in the amount of $52.50 per dwelling unit equivalent, inflated annually based upon the Engineering News Record,
Construction Cost Index for the United States, average of the 20 cities and San Francisco (CCI).

Department Buildin g Division and Alternative Transportation Status On going Obligation
Section 3.14.15
Title South Placer Animal Control Shelter Fee
Amendment #1 – Ord. #4364
Obligation Developer shall pay the South Placer Animal Control Shelter Fee for the future construction of a South Placer Animal Control Shelter. The fee shall be paid upon West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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issuance of each residential building permit in the amount of Fifty Dollars ($50.00) per dwelling unit.

Department Buildin g Division
Status On going obligation
Section 3.14.16
Title Sierra College Boulevard Fee
Amendment #1 – Ord. #4364
Obligation Developer shall pay the Sierra Co llege Boulevard (Town of Loomis) Fee. The fee shall be paid upon issuance of each residential building permit in the amount of Seventy-Five Dollars ($75.00) per dwelling unit. The City shall remit all payments to the Town of Loomis by December 31 of each year until the City issues the final buildin
g permit for the Project.

Department Buildin g Division and Finance Department
Status On going obligation
Section 3.14.17
Title Air Quality Mitigation Fee
Amendment #1 – Ord. #4364
Obligation Developer shall pay the Placer Count y Air Pollution Control District Air Quality Mitigation Fee. The fee shall be paid upon issuance of each residential building permit in the amount of One Hundred Thirty-Four Dollars and Ten Cents ($134.10) per dwelling unit. The City shall remit all payments to the Placer County Air Pollution Control District on or before January 30 of each calendar year until year 2025 or the Pro
ject is built out, whichever occurs later.

Department Buildin g Division and Finance Department
Status On going obligation
Section 3.16
Title EIR Miti gation Measures
Obligation Notwithstanding any other provision in this Agreement to the contrary, as and when Developer elects to develop the Property, Developer shall be bound by, and shall perform, all mitigation measures contained in the Plan EIR related to such development which are adopted by City and are identified in the mitigation monitoring plan or the Specific Plan EIR as being a responsibility of Developer.

Department Plannin g Division
Status On going obligation
Section 3.18
Title Communit y Facilities District – Project Infrastructure Obligation 3.18.1 Formation. Developer and City s hall form a Community Facilities District for the purpose of financing the construction and/or acquisition of public infrastructure and facilities within the WRSP ("Project CFD"). The improvements and facilities that may be constructed and/or acquired with Project CFD funds are listed in Exhibit "HH". Formation of the Project CFD shall be pursuant to and consistent with the requirements of this Agreement and Government Code Section 53311, et seq.

Portions of the Property within the boundaries of and subject to the Project CFD are shown in Exhibit "HH". Developer shall be allocated Developer's share of infrastructure costs and shall be assessed special taxes in a fair and proportionate manner as specified in a tax formula agreed to by City and Developer in accordance with the financing plan for the WRSP.

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3.18.1.2 Concurrent with any formation of a CFD, Developer and City shall enter into a shortfall agreement, in form and substance acceptable to City, whereby Developer shall covenant to finance its fair share of the costs of the CFD Improvements, to the extent that the bonds issued by the CFD do not provide sufficient funding for the completion of such Improvements.

3.18.1.3 Nothing herein shall be construed to limit Developer's option to install the public improvements through the use of traditional assessment districts or private financing.

Department Finance
Status On going obligation
Section 3.18.2
Title Effect of CFD Financin g on Credits and Reimbursements Obligation Wherever the terms of this Agreement provide for (a) credits or (b) reimbursements to Developer for construction of certain improvements, and such improvements are financed by the CFD, development fees otherwise applicable to such improvements shall be adjusted as necessary to reflect construction with CFD funds.

Department Finance Department
Status On going obligation
Section 3.18.3
Title Pay-As-You-Go Funding for Infrastructure in Phases 3 and 4 Amendment #3 – Ord. #4910
Obligation The bond proceeds from the Project CFD are insufficient to fund public improvements and facilities necessary for development of Phases 3 and 4, as well as development of properties outside of the Specific Plan area that require such public improvements and facilities. Developer is required to construct the necessary public improvements and facilities identified in Exhibit "II" as well as the public improvements provided for in the formation documents for the Westpark CFD #1as set forth in Exhibit "HH", and advance funding needed to complete these public improvements and facilities. Developer is entitled to reimbursement for all authorized public improvements and facilities contained in the CFD formation documents from available funds collected as part of the special taxes levied by the City to service Project CFD bond obligations and construct public improvements and facilities within the Project CFD. Subject to terms of a separate agreement for the acquisition of public improvements and facilities, City agrees to set the annual tax levy as allowed for under the terms of the Project CFD formation documents to provide reimbursement to Developer over time for the cost of the public improvements and facilities that are eli
gible for reimbursement.

Department Finance Departmen t
Status On going Obligation
Section 3.19
Title Completion of Improvements
Obligation City generally requires that all impr ovements necessary to service new development be completed prior to issuance of building permits (except model home permits as may be provided by the City's Subdivision Ordinance). However, the parties hereto acknowledge that all of the CFD Improvements associated with the development of the Property may not need to be completed to adequately service portions of the Property as such development occurs. Therefore, as and when portions of the Property are developed, all CFD Improvements required to service such portion of the Property in accordance with the Entitlements (e.g., pursuant to specific tentative map conditions or other land use approvals) shall be completed prior West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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to issuance of any building permits within such portion of the Property (except permits for model homes, which may be issued sooner in accordance with the City's subdivision ordinance). Provided, however, the Public Works Director may approve the issuance of building permits prior to completion of all such CFD Improvements if the improvements necessary to provide adequate service to the portion of the Property being developed are substantially complete to the satisfaction of the Public Works Director.

Department Development Se rvices and Environmental Utilities Departments Status On going obligation
Section 3.20
Title Communit y Facilities District - Maintenance
Obligation

3.20.1 Formation.

3.20.1.1 Consent. Waiver and Special Benefit. No residential building permit, excluding permits for model homes, shall be issued until a Maintenance CFD has been formed to include the Property ("Maintenance CFD"). Developer consents to and shall cooperate in such formation or other such financing mechanism for maintenance purposes and consent herewith to the levy of such special taxes as are necessary to fund the maintenance obligations described in Section 3.20.2. For purposes of Article XIIID of the California Constitution, Developer acknowledges hereby that all the services
described herein to be provided by the Maintenance CFD will provide a "special benefit" to the Property as defined by said Article and that the foregoing support and consent shall apply as to any claim that any portion of the services supported by the special tax does not provide special benefit to the Property. The Maintenance CFD will fund maintenance of landscaping, open space and neighborhood parks in accordance with the requirements established by the financing mechanism.

3.20.1.2 Zones of Benefit. The Maintenance CFD may be divided as necessary into zones of benefit and between which the amount of assessment may vary.

Department Finance Department
Status District formed – Ongoing obligation
Section 3.20.2
Title Obli gations
Obligation The Maintenance CFD shall provide t he funds required for the performance of the following maintenance, monitoring and reporting obligations:

3.20.2.1 Autumn leaf cleanup for collector and local streets;

3.20.2.2 Maintain neighborhood parks;

3.20.2.3 Maintain paseos, medians and landscape corridors along roadways within the Project and including the median on Fiddyment Road from Pleasant Grove Boulevard to Blue Oaks Boulevard and the median on Blue Oaks Boulevard from Fiddyment Road to the eastern boundary of the Project;

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3.20.2.4 Maintain bikeways located in Open Space Preserves outside of parks and paseos;

3.20.2.5 Maintain City and neighborhood entry features within the Property, public rights-of-way and ancillary landscaping;

3.20.2.6 Conduct the environmental mitigation monitoring, and the annual review thereof, as required by the Mitigation Monitoring Plan related to the EIR;

3.20.2.7 Conduct all monitoring, reporting and adaptive management for Open Space Preserve areas consistent with the 404ꞏ Permit and O&M Plan. The City may, at its election, create a non-profit foundation, or contract with an existing conservancy or similar organization, to oversee perpetual maintenance, monitoring, reporting and adaptive management requirements of and for Open Space Preserve Areas;

3.20.2.8 Maintain Village Center landscaping including round-a- bouts and landscape strips located within the public right-of-way;

3.20.2.9 Maintain all water quality structural controls and drainage swales constructed between storm drain outfalls and receiving waters;

3.20.2.10 Maintain flood control facilities including detention basins;

3.20.2.11 Maintain open space areas including general maintenance, signage maintenance, and trash and debris collection;

3.20.2.12 Maintain fire breaks within open space areas;

3.20.2.13 Maintain a Replacement Reserve Fund for repair and replacement of entry features, signage, lighting, and other special features including trellis and shed structures, etc. included in the areas to be maintained through theꞏ Maintenance CFD, as indicated in the Design Guidelines; and

3.20.2.14 Maintain bus shelters, bus stops and bus si
gns.

Department Finance Department
Status District formed-on going maintenance obligation funded by District’s levy Section 3.20.3
Title Public Parcel Exclusion
Obligation Developer expressly agrees that Parcels conveyed or to be conveyed to the City, Roseville City School District or Roseville Joint Union High School District shall be excluded from any assessment imposed by the Maintenance CFD, and acknowledges that such parcels do not and will not receive a special benefit from the Maintenance CFD.

Department Finance Department
Status On going City Obligation
Section 3.21
Title Communit y Facilities District – Services
Obligation 3.21.1 Formation.

3.21.1.1 Consent. Waiver and Special Benefit. No residential building permit, excluding permits for model homes, shall be issued until a Services CFD has been formed to include the Property ("Services CFD"). Developer consents to and shall cooperate in such formation or other such financing mechanism for West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

services purposes and consent herewith to the levy of such special taxes as are necessary to fund the maintenance obligations described in Section 3.21.2. For the purposes of Article 130 of the California Constitution, Developer acknowledges hereby that all the services described herein to be provided by the Services CFD will provide a "special benefit" to the Property as defined by said Article and that the foregoing support and consent shall apply as to any claim that any portion of the services supported by the special tax does not provide special benefit to the Property. The initial amount of the assessment shall be $285 per dwelling unit equivalent.

3.21.1.2 Zones of Benefit. The Services CFD may be divided as necessary into zones of benefit among which the amount of assessment may vary.

Department Finance Department
Status District formed - On going obligation of District’s levy to provide funding Section 3.21.2
Title Obli gations
Obligation The Services CFD shall provide the funds required to offset the WRSP's impact on City general fund resources available to pay for municipal services citywide, including the
WRSP. The funds shall be utilized for general fund purposes. A portion of the funds, in the annual amount of $13.35 per dwelling unit equivalent, shall be allocated and utilized as an ongoing transit subsidy.

Department Finance Department
Status On going obligation of CFD
Section 3.21.3
Title Public Parcel Exclusion
Obligation Developer expressly agrees that Parcels conveyed or to be conveyed to the City, Roseville City School District or Roseville Joint Union High School District shall be excluded from any assessment, imposed by the Services CFD, and acknowledges that such parcels do not and will not receive a special benefit from the Services CFD.

Department Finance Department
Status On going City Obligation
Section 3.22
Title Communit y Facilities District – Stormwater Management Obligation

3.22.1 Formation.

3.22.2. For purposes of Article 130 of the California Constitution, Developer acknowledges hereby that all the services described herein to be provided by the Stormwater Management CFD will provide a "special benefit" to the Property as defined by said Article and that the foregoing support and consent shall apply as to any claim that any portion of the services supported by the special tax does not provide special benefit to the Property. The initial amount of the annual assessment shall be $18 per dwelling unit.

3.22.1.2 Zones of Benefit. The Stormwater Management CFD may be divided as West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

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necessary into zones of benefit and among which the amount of assessment may vary.

3.22.3 Public Parcel Exclusion. Developer expressly agrees that Parcels conveyed or to be conveyed to the City, Roseville City School District or Roseville Joint Union High School District shall be excluded from any assessment imposed by the Stormwater Management CFD, and acknowledges that such parcels do not and will not receive a special benefit from the Stormwater Management CFD.

Department Finance Department
Status Ongoing obligation of the District, budget ed in the maintenance CFD, which is formed already.

Section 3.23
Title Encroachment Permits, L andscape Maintenance Easements Obligation Developer and City agree to grant encroachment permit(s) or maintenance easements to the Maintenance CFD, Developer or City or their agents, employees, successors, assigns, agents and employees, for the purpose of entry into the landscape easement and setback areas or City property (including streets and rights- of-wa
y) to perform the maintenance obligations described herein.

Department Finance Department
Status On going obligation
Section 3.24
Title Disclosures to Subsequent Purchasers
Amendment #1 – Ord. #4364
Amendment #3 – Ord. #4910
Amendment #5 – Ord. #5217
Amendment #8 – Ord. #5871
Obligation This Agreement shall constitute not ice to all successors to Developer hereunder, and to all subsequent purchasers of any lots and/or residential units within the Property, of the following matters:

1. Designation of Fiddyment Road, West Side Drive and Blue Oaks Boulevard as truck routes.

2. Designation of Phillip Road, Hayden Parkway (on Fiddyment Property), Bob Doyle Drive and Village Green Drive as temporary truck routes until Phillip Road and Blue Oaks Boulevard are connected.

3. The existence of a Development Agreement on the Property.

4. The Project will be served by surface water supplies and in emergency/drought conditions, may also be served by groundwater supplies.

5. Recycled water will be used to irrigate parks and landscape setbacks, medians, paseos and other landscape areas including all multi-family and non-residential landscaping uses.

6. Requirement to implement water conservation measures.

7. Public utilit
y easements may be used to construct 60kV overhead power lines on West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

the west side of Fiddyment Road, along Blue Oaks Boulevard, on the east side of West Side Drive and south side of Pleasant Grove Boulevard.

8. 60kV overhead power line easement on W-60, W-61, W-62, W-83, W-15, W-87 and potentially on W-11, W-12, W-25, W-72, W-24 and W-8.

9. Exclusive utility easement may be used for high-pressure natural gas line through the area to serve the Roseville Energy Park.

10. Requirement for fifty percent (50%) reduction in construction waste stream.

11. Location of the Pleasant Grove WWTP and associated facilities.

12. Location of the proposed Roseville Energy Park.

13. Location of Regional Soccer Complex.

14. Location of schools and parks within one mile.

15. Location of proposed off-leash dog park on Parcel W-53.

16. A 15-foot easement, in addition to residential setback requirements, for all Low Density Residential and Medium Density Residential lots adjacent to West Side Drive to achieve a 50-foot separation/buffer from back of curb on West Side Drive (a planned six-lane arterial).

17. A disclosure on Parcel W-16 that a 77’ by 100’ open space parcel may, at the City’s discretion, ultimately be used for road right of way to continue Pleasant Grove Boulevard to the west.

18. Parcels adjacent to Open Space may have a public bike trail adjacent to residential lots.

19. Potential for proposed Placer Parkway within WRSP boundaries.

20. Location of a retention basin on the Reason Farms property.

21. Location of well sites and water storage facilities.

22. Owners of residential units adjacent to separated sidewalks shall be responsible to maintain area between curb and sidewalks.

23. Location of recycled water tank site and pump station facilities.

24. Location of solid waste recycling center.

25. Masonry walls, including walls adjacent to landscape corridors and other public facilities, are owned not by the City but by the adjacent property owner, who is responsible for their maintenance, repair and replacement.

26. Livestock grazing may occur within the open space preserve areas.

27. Requirement to implement water conservation measures per the Phase 4 Water Conservation Plan, which include such measures as Smart Timers.

West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

28. The project area is subject to aircraft over flights and related noise associated with McClellan Airfield and Sacramento International Airport.

29. Acknowledgement that the residential parcels in Phase 4 of the Property are located in close proximity to Pleasant Grove Wastewater Treatment Plan, which may be expanded in the future. Such residential parcels could be subject to noise and odor from operation of the Treatment Plan.

30. The Eighth Amendment Property is subject to aircraft over flights and related noise from McClellan Airfield and Sacramento International Airport.

Department Cit y Attorney
Status Evaluation of disclosures done at time of submittal of CC&Rs. Ongoing obligation.

Section 3.26
Title Fee Ad justment Resulting from Under-Building
Obligation City's collection of certain fees in this Agreement is dependent on the number of building permits issued within the Plan Area. Such fees include the City-Wide Park Fee (Section 3.12.4), Paseo Fee (Section 3.12.5), Bike Trail Fee (Section 3.12.6), Public Benefit Fee (Section 3.14.3), General Fund Contribution (Section 3.14.4), Air Quality Fee (Section 3.14.12), Traffic Signal Coordination Fee (Section 3.14.13), Transit Shuttle Service Fee (Section 3.14.14) and South Placer Animal Control Shelter Fee (Section 3.14.15), hereinafter "Building Permit Fees." To protect the City in the event that Developer under- builds the total number of units approved for the Property, City and Developer shall, prior to Developer recording the first final map in Phase 4, review the total amount of Building Permit Fees paid to date. In the event that Developer has or is projected to under-build the total number of units approved for the Property, City may adjust Building Permit Fees upward to account for the underutilization of entitled dwelling units in the Project. City shall make best efforts to cooperate with Developer in adjusting densities in Phases 3 and 4 to ensure that Developer is provided with reasonable opportunity to buildout the total number of units approved for the Property.

Department Buildin g and Engineering Division
Status On going obligation
Section 4.4.5
Title Applications for Permits and Entitlements
Obligation City shall, no later than the issuance of the 350th residential building permit in the Village Center, commence construction of and diligently complete the improvements to the Village Green park site (Parcel W-54), provided that adequate fundin
g is available.

Department Buildin g Division and Parks Department
Status On going obligation
Section 5.2
Title Annual Review
Obligation City shall, at least every twelve (1 2) months during the term of this Agreement, review the extent of good faith substantial compliance by Developer with the terms of this Agreement. Such periodic review shall be limited in scope to compliance with the terms of this Agreement pursuant to Section 65865.1 of the Government Code and the monitoring of mitigation in accordance with Section 21081.6 of the Public West Roseville Specific Plan – Westpark (Placer Investors) Development Agreement Implementation Matrix

2024 Development Agreement Review WRSP – Westpark (Placer Investors)

Resources Code of the State of California. Notice of such annual review shall include the statement that any review of obligations of Developer as set forth in this Agreement may result in termination of this Agreement. A finding by City of good faith compliance by Developer with the terms of the Agreement shall be conclusive with respect to the performance of Developer during the period preceding the review.

Developer shall be responsible for the cost reasonably and directly incurred by the City to conduct such annual review, the payment of which shall be due within thirty (30) days after conclusion of the review and receipt from the City of the bill for such costs.

If City takes no action within thirty (30) days following the hearing required under Roseville Municipal Code Section 19.94.080, or any successor thereof or amendment thereto, Developer shall be deemed to have complied in good faith with the provisions of the A
greement.

Department Development Services
Status On going obligation

COUNCIL COMMUNICATION
CC #:

File #:

Title:

Consent Calendar
Contact:

Meeting Date: 11/20/2024
Item #:

COUNCIL COMMUNICATION
CC #:
3642
File #:
0206-03-01
Title:

Creekview Community Facilities District No. 1 - Improvement Area No. 2 - Series 2024 Bond Issuance
Contact:

Jeannine Thrash 916-774-5473 [email protected]
Dennis Kauffman 916-774-5313 [email protected]

Meeting Date: 11/20/2024
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 the City of Roseville Creekview Community Facilities District No. 1 (Public Facilities), Improvement Area No. 2; approving and directing the execution of a fiscal agent agreement and a bond purchase agreement; approving the form of the preliminary official statement; approving sale of such bonds; and approving other related documents and actions.

The attached resolution authorizes the execution and delivery of the following documents and actions:

Supplement to Fiscal Agent Agreement
Bond Purchase Agreement
Preliminary Official Statement

BACKGROUND
Creekview Community Facility District (CFD) No. 1 (Public Facilities) ("District") was formed November 6, 2019 with Resolution 19-456. The maximum authorized indebtedness for the District is allocated as follows: (i) Improvement Area No. 1: $81,000,000 and (ii) for the portion of the Future Annexation Area established for the District, an amount not to exceed $137,000,000.

On July 6, 2022, Improvement Area No. 2 was annexed into the District with an authorized amount not to exceed $111,000,000. The 2024 Bonds are being issued at the developer’s request 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; and (iii) pay capitalized interest on the 2024 Bonds. This is the second series of bonds to be issued for Improvement Area No. 2. The Series 2024 Bond proceeds are not to exceed $17,000,000.

FISCAL IMPACT
The CFD will generate special taxes that will be paid by the property owners sufficient to pay the costs of the debt service, district 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 agreements and preliminary official statement 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: 5.021%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $540,050; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any):
$11,738,002: 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: $28,866,063.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Jeannine Thrash, Management Analyst
Dennis Kauffman, Assistant City Manager/Chief Financial Officer

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-391
Preliminary Official Statement
Supplement to Fiscal Agent Agreement
Bond Purchase Agreement
RESOLUTION NO. 24-391

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 2 OF THE CITY OF ROSEVILLE CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES), APPROVING AND DIRECTING THE EXECUTION OF A

SUPPLEMENTAL AGREEMENT TO FISCAL AGENT AGREEMENT AND A

BOND PURCHASE 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, commenci ng at Section 53311, of the California Government Code (the “Act”), to form the Creekview Community Facilities District No. 1 (Public Facilities) (the “District”) and establish the Creekview Community Facilities District No. 1 (Public Facilities) (Future Annexation Area) (the “Future Annexation Area”), 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, this Council has also autho rized land to be annexed to the District from the Future Annexation Area by unanimous consent of the owner(s) of land proposed to be annexed, and pursuant to a Unanimous Consent, Waiver and Vote of Sole Landowner, dated July 6, 2022 land designated as Impr ovement Area No. 2 of the District (“Improvement Area No. 2”) was annexed to the District and bonded indebtedness for Improvement Area No. 2 was authorized in the amount not to exceed $111,000,000 (the “Authorization”); and

WHEREAS, on July 26, 2023 the City issued on behalf of Improvement Area No. 2 its $14,300,000 original principal amount of Creekview Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 Special Tax Bonds, Series 2023 (the “2023 Bonds”) f or the purpose of financing various public improvements authorized to be funded by the District, which 2023 Bonds constituted the first series of bonds issued pursuant to the Authorization; and

WHEREAS, City now desires to issue a second series of the spe cial tax bonds for Improvement Area No. 2 pursuant to the Authorization, as described in more detail herein (the “Bonds”); and

WHEREAS, there has been submitted to the Council a Supplemental Agreement No. 2 to Fiscal Agent Agreement (the “Supplemental Agreement”), which will supplement and amend the Fiscal Agent Agreement, dated as of July 1, 2023 (as so supplemented, the “Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association, as fiscal agent, providing for the issuance of the Bonds of the City for Improvement Area No. 2 of the District, and the Council, with the aid of City staff, has reviewed the Supplemental Agreement and found it to be in proper order, and now desires to approve the Supplemental Agreement and the issuance of the Bonds; and

WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has - 2
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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, the information required to be obtained and disclosed with respect to the Bonds by the 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 preced ent 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, secured on parity with the 2023 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 Creekview Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2 Special Tax Bonds Series 2024” in an aggregate principal amount not to exceed $17,000,000 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. 2 of the District subject to the special tax to pay debt service on the Bonds and the 2023 Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the proposed principal amount of the outstanding bonds plus the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within Improvement Area No. 2 of the District.

4. Supplemental Agreement. The Council hereby approves the Supplemental Agreement in the form presented to the Council at this meeting. The City Manager, Assistant City Manager/Chief Financial 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 ex ecute the Supplemental Agreement, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bon d counsel to the City (“Bond Counsel”).

The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Supplemental Agreement. The Council hereby authorizes the delivery and performance by the City of the Supplemental Agreement and the Fiscal Agent Agreement.

5. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding - 3
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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 fin al 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 there to 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 s uch 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 between the City and the Underwriter, in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $17,000,000, the true interest cost of the Bonds shall not exceed 6.5%, and the Underwriter’s discount shall not exceed 1.5% of the par amount of the Bonds. 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. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, an d the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, including any acquisition agreement or amendment to acquisition agreement related to the Bonds, 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 Autho rized Officer or any designee, with the same force and effect as if taken by such Authorized Officer. - 4
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9. 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 of Nov. 6, 2024

PRELIMINARY OFFICIAL STATEMENT DATED _________, 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 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
CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 2

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. 2 (“Improvement Area No. 2”) of the City of Roseville Creekview 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 July 1, 2023, as supplemented and amended by Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of December 1, 2024 (together, 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 the 2024 Bonds through and including September 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 second series of special tax bonds issued for Improvement Area No. 2.

See “THE BONDS – Authority for Issuance.”

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. 2, 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. 2. 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 es tablish 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. 2 and subject to the Special Tax is under development into 561 taxable residential units, which represents “phase 3” and “phase 4” of the “Winding Creek” development ongoing within the Creekview Specific Plan, located in the northwest portion of the City. The master developer of the project, Anthem United Creekview Developments Limited Partnership, a Washington limited partnership (the “Master Developer”) has sold [all of the 561 taxable lots] to various merchant builders, as described herein. Homebuilding by the merchant builders is underway in both phase 3 and phase 4. See “IMPROVEMENT AREA NO. 2 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 in vestment 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 LLP, 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 _______, 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 cir cumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to re gistration or qualification under the securities laws of such jurisdiction.

CITY OF ROSEVILLE
CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 2

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 Underwriter, the Municipal Advisor, 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

* At the November 5, 2024 election, Karen Alvord was elected to replace Scott Alvord as Councilmember for District 5.

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 solicit ation 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 m ade 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 RELIA NCE 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 ................ 11

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS ....................................... 13 Special Taxes ........................................... 13 Special Tax Methodology ......................... 14
Levy of Annual Special Tax; Maximum
Special Tax ............................................ 16 Special Tax Fund ...................................... 17 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure
.............................................................. 18 2024 Reserve Account of Reserve Fund .. 19
Improvement Fund ................................... 21 Future Parity Bonds .................................. 21 DEBT SERVICE SCHEDULE ...................... 23
THE CREEKVIEW SPECIFIC PLAN ........... 24
IMPROVEMENT AREA NO. 2 PLANNED
DEVELOPMENT ......................................... 27 The Winding Creek Development ............. 27
Development Agreement .......................... 29
Environmental Matters .............................. 31 THE MASTER DEVELOPER ....................... 32
General .................................................... 32 Master Developer Financing Plan ............. 33
Cash Flow Statement ............................... 33
MERCHANT BUILDER INFORMATION ...... 35
Lennar Homes .......................................... 35 Woodside ................................................. 37 Meritage ................................................... 38 D.R. Horton .............................................. 40 Beazer Homes .......................................... 43 Tri Pointe .................................................. 44

VALUE OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 2 ..................... 48
Assessed Valuations ................................ 48 The Appraisal ........................................... 48 Value to Special Tax Burden Ratios ......... 51
Special Tax Collections and Delinquencies
.............................................................. 56 Overlapping Liens and Priority of Lien ...... 56
Estimated Overall Tax Burden .................. 58
SPECIAL RISK FACTORS .......................... 59
Limited Obligation of the City to Pay Debt
Service .................................................. 59 Concentration of Ownership ..................... 59
Appraised Values ..................................... 59 Property Values and Property Development
.............................................................. 60 Levy and Collection of Special Taxes ....... 63
FDIC/Federal Government Interests in
Properties .............................................. 65 Bankruptcy and Foreclosure Delays ......... 65
Parity Taxes and Special Assessments;
Private Debt........................................... 67 Tax Delinquencies .................................... 68 No Acceleration Provisions ....................... 69
Ballot Initiatives ........................................ 69 Voter Initiatives ......................................... 69 Case Law Related to the Mello-Roos Act . 70
Exempt Properties .................................... 71 Pandemic Diseases .................................. 71 Cyber Security .......................................... 72 Potential Early Redemption of Bonds from
Prepayments ......................................... 72

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS ......... 73
CONTINUING DISCLOSURE ..................... 73
The City .................................................... 73 The Merchant Builders ............................. 74
UNDERWRITING ........................................ 76 MUNICIPAL ADVISOR ................................ 76
LEGAL OPINION ........................................ 76 TAX MATTERS ........................................... 76 NO RATINGS .............................................. 78 NO LITIGATION .......................................... 78 EXECUTION ............................................... 78

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
CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 2

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. 2 (“Improvement Area No. 2 ”) of the City or Roseville Creekview 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 Fis cal Agent Agreement. See APPENDIX F.

INTRODUCTION

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 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.”

The District and Improvement Area No. 2. On October 2, 2019, 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 an 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

__________
* Preliminary; subject to change.

2 indebtedness for the purpose of financing certain authorized facilities. After conducting a noticed public hearing, on November 6, 2019, 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”). In July 2022, the Master Developer (defined below) annexed a portion of the land (comprising phase 3 and phase 4 of the development) within the Future Annexation Area into the District as Improvement Area No. 2, approved the levy of special taxes pursuant to the Rate and Method (defined below), and established a bonded indebtedness limit for Improvement Area No. 2 of $111,000,000. A first series of bonds were issued for Improvement Area No. 2 in July 2023 in the principal amount of $14,300,000 (the “2023 Bonds”).

The Development. Land in Improvement Area No. 2 represents a portion of the larger “Winding Creek” development ongoing within the Creekview Specific Plan, which is located in the northwest portion of the City . Home building and sales in Improvement Area No. 1, which represents “phase 1” and “phase 2” of the project, is well underway, with _ _ of the 544 total planned single-family residential units having sold and closed to individual homeowners as of November 1, 2024.

Property currently in Improvement Area No. 2 and subject to the Special Tax is under development into 561 taxable residential units, which represents “phase 3” and “phase 4” of the “Winding Creek” development. The Master Developer (defined below) has sold [all of the 561 taxable lots] to various merchant builders, as described herein. Homebuilding by the merchant builders is underway in phase 3 and phase 4.

Phase 5 of the project (planned for an additional 285 single- family residential units) remains in the Future Annexation Area and will be the final phase to develop and is expected to annex into the District as a separate improvement area. Only the land in Improvement Area No. 2 is and will be security for the 2024 Bonds.

The Master Developer. The master developer of the project, Anthem United Creekview Developments Limited Partnership, a Washington limited partnership (the “Master Developer”), has sold [all of the 561 taxable lots] in Improvement Area No. 2 to merchant builders and home construction is underway, with some homes sold to individual buyers, as described herein. Land in Improvement Area No. 2 also includes 168 HDR units designated as affordable units as part of “phase 3” of the project, which are not subject to the Special Tax and provide no security for repayment of the 2024 Bonds. See “IMPROVEMENT AREA NO. 2 PLANNED DEVELOPMENT” and “THE MASTER DEVELOPER.”

The Merchant Builders. The following table summarizes ownership for parcels in Improvement Area No. 2 as of the September 20, 2024 date of value in the Appraisal.

Owner
Improved
Single Family
Lots
Homes
Under
Construction
Completed
Homes
Partially
Improved
SFR Lots Total
Individual Homeowners -- -- 132 -- 132
DR Horton/Hearthstone Land Bank 8 13 17 74 112
Meritage 6 21 -- -- 27
Woodside 51 34 -- -- 85
Lennar/AG Land Bank 9 35 4 -- 48
Master Developer -- -- -- 154 154
TOTAL 74 103 153 231 561

3 Subsequent to the date of value, the Master Developer sold the 231 remaining lots in “phase 4” of the project to various merchant builders. Of the planned 561 taxable lots in Improvement Area No. 2, [561 lots], comprising all of “Phase 3” and all of “Phase 4” of the project have been acquired by or for the following merchant builders (collectively, the “ Merchant Builders”), with home construction underway and a number of homes completed, some of which are currently owned by individual homeowners:

• Lennar Homes of California, LLC, a California limited liability company (“ Lennar Homes”) and AG EHC II (LEN) CA 2, L.P. , the land bank, a Delaware limited partnership (“AG Land Bank”);

• Meritage Homes of California, Inc., a California corporation (“Meritage”);

• Woodside 05N, LP, a California limited partnership (“Woodside”);

• D.R. Horton CA2, Inc., a California corporation (“ D.R. Horton ”) and Dragon- Roseville, L.P., a Delaware limited partnership (the “Hearthstone Land Bank”), the land bank for D.R. Horton;

• Beazer Homes Holdings, LLC, a Delaware limited liability company (“Beazer Homes”) and Brookfield Homes (Winding) LLC, a Delaware limited liability company (“Brookfield Land Bank”), the land bank for Beazer Homes; and

• Tri Pointe Homes Holdings, Inc., a Delaware corporation (“Tri Pointe”) and KL LB BUY 5 LLC, a Delaware limited liability company (“Kennedy Lewis Land Bank”), the land bank for Tri Pointe.

For additional details, see “ IMPROVEMENT AREA NO. 2 PLANNED DEVELOPMENT” and “MERCHANT BUILDER INFORMATION.”

Authority for Issuance of the 2024 Bonds. The 2024 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on ______, 2024 (the “Resolution of Issuance”) and a Fiscal Agent Agreement dated as of July 1, 2023, as supplemented and amended by Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of December 1, 2024 (together, the “ Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The 2024 Bonds are the second series of bonds issued for Improvement Area No. 2 and are secured on parity with the 2023 Bonds.

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 purcha sers of the 2024 Bonds. Payments of

4 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. Pr oceeds of the 2024 Bonds will also be deposited to a debt service reserve account for the 2024 Bonds, and to pay costs of issuance and to pay capitalized interest through and including September 1, 2025.

Security and Source of Payment. As security for the payment of the 2024 Bonds, a facilities special tax (herein the “Special Tax”) applicable to each taxable parcel in Improvement Area No. 2. The 2023 Bonds, 2024 Bonds and any Additional Bonds that may be issued in the future pursuant to the terms of the Fiscal Agent Agreement (collectively, the “Bonds”) are payable from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of t he 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.

Special Taxes 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. 2 (the “Rate and Method”). The Rate and Method is 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 2086-87, 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 2023 Bonds and 2024 Bond; the definition o f “Special Taxes” us ed 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 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.”

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

5 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.”

Estimated Value of Taxable Property. Taxable property in Improvement Area No. 2 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. 2, which sets forth an aggregate value of taxable property currently in Improvement Area No. 2 of $175,516,352, as of September 20, 2024. This composite value consists of an estimated market value of $165,820,000 for the 542 taxable parcels that were appraised, plus $9,696,352 of assessed valuation for the 19 taxable parcels having an improvement value on the Placer County property tax roll for Fiscal Year 2024 -25. The appraised value 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. 2 – The Appraisal” and APPENDIX B.

The estimated value of taxable property in Improvement Area No. 2 ($175,516,352) is

6.05* times the $29,024,048* aggregate principal amount of the 2023 Bonds and 2024 Bonds, plus overlapping general obligation bond debt. This is based on the entirety of Improvement Area No. 2, the value to lien ratio for individual parcels will vary from the average. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – Value to Special Tax Burden Ratios.”

Future Parity Bonds. The maximum authorized indebtedness for Improvement Area No. 2 is $111,000,000, and the 2024 Bonds represent the second series of special tax bonds issued under this authorization, of which $14,300,000 was utilized for issuance of the 2023 Bonds . The authorized indebtedness limit was established to additionally allow the City to utilize a portion of the available authorized amount for the funding of certain deferred impact fees owed to the City, as described below. No Additional Bonds are anticipated to be issued for the acquisition and/or construction of additional Improvements.

Use of Bond Authorization for Development Impact Fee Deferral Bonds. In connection with the approval of development in the District (including Improvement Area No. 2 ), 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 2023 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2023 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor . See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.”

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

* Preliminary; subject to change.

6 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. 2 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 the 2024 Bonds through and including September 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.

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 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.”

9 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 Sept ember 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:

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

__________
* Preliminary; subject to change.

10 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 mor e 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. 2 is not less than 110% of Maximum 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)

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

11 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.

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

12 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.

13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

Special Taxes

The Bonds (consisting of the 2023 Bonds, 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 sal e 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 s uch 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. 2 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. 2. 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. 2, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City 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. 2, 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

14 Improvement Area No. 2 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 suc h 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 2086-87, 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.

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) to fund any foreseeable deficiency of the amount to be available for the payment of principal or interest on Bonds which are expected to occur in such Fiscal Year, in each case to the extent not already included in the calculation of Annual Facilities Costs in the current or any previous Fiscal Year;

(v) the amount needed to (1) cure any delinquencies in the payment of the Facilities Special Taxes in the prior Fiscal Year, (2) to fund any foreseeable deficiency of

15 the amount to be available for the payment of Facilities Special Taxes 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. 2. In no event may the City levy a Speci al 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 9 large- lot taxable parcels planned for residential uses within the boundary of Improvement Area No. 2 , which large-lot parcels have now been subdivided into small lot final mapped parcels. 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. 2 . In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.”

Duration of the Facilities Special Tax; Transition Year. The Facilities Special Tax will be levied and collected (up to maximum allowable amount) until the earlier of (i) the Transition Year or (ii) Fiscal Year 2086-87. For purposes of Improvement Area No. 2 , “Transition Year” means the first Fiscal Year following the Fiscal Year in which the Transition Event occurred, and “Transition Event” means the earlier of (i) after the Initial Bonding Period, the Fiscal Year in which the Administrator determines the Development Impact Fee Deferral has been repaid in full to the City and the City determines funding is no longer needed for Annual Facilities Costs, or (ii) Fiscal Year 2086-87. “Initial Bonding Period” means the period in which Bonds are outstanding or refunded which financed Authorized Facilities (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 a portion 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

16 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. 2. This provision was not utilized, and is no longer applicable, given the issuance and sale of the 2023 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. 2), 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. Land in Improvement Area No. 2 also includes 168 HDR units designated as affordable units as part of “phase 3” of the project, which are not subject to the Special Tax and provide no security for repayment of the Bonds.

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. 2; 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. 2 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. 2, then each “Large Lot Parcel” in Improvement Area No. 2 , then each “Undeveloped Parcel” in Improvement Area No. 2. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”

For Fiscal Year 2024-25, the Assigned Maximum Annual Facilities Special Tax per Unit is $3,237 for LDR units and $2,547 for MDR units, respectively.

The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within Improvement Area No. 2 required for the payment of principal of and interest on any outstanding Bonds of Improvement Area No. 2 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 t he 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. 2. Proceeds of the annual Special Tax levy will

17 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 MET HOD 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 b onds. At such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the reserve accounts of the Reserve Fund balance to the Reserve Requirement with respect to each series of Bonds, the amount in the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 2nd of each year. From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay the City’s administrative expenses and County fees; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses. Moneys in the Surplus Account may also be transferred, at the City’s discretion, to the Improvement Fund to pay for costs of the Improvements (including reimbursements to developers for the cost of Improvements not funded from proceeds of Bonds issued for Improvement Area No. 2 ) 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.

18 Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure

The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such review that the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in Improvement Area No. 2 in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in Improvement Area No. 2 for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the City determines on the basis of such review that (a) the amoun t so collected is deficient by less than 5% of the total amount of the Special Tax levied in Improvement Area No. 2 in such Fiscal Year, but that property owned by any single property owner in Improvement Area No. 2 is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or (b) property owned by any single property owner in Improvement Area No. 2 is delinquent cumulatively by more than $3,250 with respect to the current and past Special Tax due (irrespective of the total delinquencies in Improvement Area No. 2), then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner.

Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as ot her 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. 2 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

19 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. 2 – 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 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

The Reserve Fund has been established under the Fiscal Agent Agreement, 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 , the 2024 Reserve Account will be established within the Reserve Fund for the benefit of the holders of the 2024 Bonds. 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

20 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.

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 a pplicable, 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).

“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct - pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P Global Ratings , a business unit of Standard & Poor’s Financial Services LLC or Moody’s Investors Service, Inc. at the time of issuance; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to the Fiscal Agent Agreement.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in any reserve account within the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account, the Fiscal Agent shall provide written notice to the Chief Financial Officer of the amount of the excess. The Chief Financial Officer shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to the Fiscal Agent Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with the Fiscal Agent Agreement; provided, that to the extent that such excess results

21 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 unde r 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 trans ferred 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, 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. 2 authorize the issuance of up to $111,000,000 of special tax bonds for Improvement Area No. 2, of which the 2023 Bonds represent ed the first series and the 2024 Bonds represent the second series. The authorized indebtedness limit was established to additionally allow the City to utilize a portion of the available authorized amount for the funding of certain deferred impact fees owed to the City, as described elsewhere in this Official Statement. No Additional Bonds are anticipated to be issued for the acquisition and/or construction of additional Improvements.

The City may by a Supplemental Agreement, authorize the issuance of one or more additional series of Bonds (previously defined as the “Additional Bonds”) payable from Special Taxes and secured by the Special Tax Revenues on a parity with the 2023 Bonds and 2024 Bonds 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, f or each Bond Year the Additional Bonds are Outstanding, projected Special Tax Revenues (which are net of 1% County collection charge) , 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

22 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. 2 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 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. 2, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than 2023 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. 2 (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. 2 subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which 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 refunding any outstanding Bonds without meeting the foregoing conditions so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded.

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

In connection with the approval of development in Improvement Area No. 2, the City has agreed that payment of certain impact fees owed by the Master Developer and merchant builders in Improvement Area No. 2 will be deferred (referred to as the “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2023 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2023 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor.

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
Creekview Community Facilities District No. 1 (Public Facilities) Improvement Area No. 2
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
______________
Source: Underwriter.

24 THE CREEKVIEW SPECIFIC PLAN

The taxable property within Improvement Area No. 2 consists of “phase 3” and “phase 4” (561 residential lots) within the Winding Creek project in the Creekview Specific Plan ( the “Creekview Specific Plan”). The overall Creekview Specific Plan area is planned for 1,464 single- family units, 547 multi-family units, approximately 9.2 acres of commercial land, 15.8 acres of parks, 136.9 acres of open space, as well as a 7-acre school site and various public/quasi-public land uses.

The Specific Plan land area is located in the City, in southwestern Placer County; specifically, it is bounded by the under construction extension of Blue Oaks Boulevard (along the Phillip Road alignment) within the West Roseville Specific Plan (WRSP) on the south, the Fiddyment Ranch portion of the WRSP to the east, the Amoruso Ranch Specific Plan to the north, and the City of Roseville’s Al Johnson Wildlife Area property to the west.

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

Land Use Concept. The Creekview Specific Plan is planned primarily as a residential community, while also providing recreation, open space, employment and educational opportunities. The primary elements that comprise the form of the Creekview Specific Plan land use plan include a commercial area, residential neighborhoods and park/open space areas, as described below.

Blue Oaks/Westbrook Commercial – The intersection of Blue Oaks Boulevard and Westbrook Boulevard creates the plan area’s best opportunity for commercial uses, anticipated to consist of community commercial, business professional and related uses.

These uses are anticipated to support approximately 190,000 square feet of commercial/business uses, including a grocery store, drug store, retail services, personal services and professional offices.

Residential Neighborhoods – A variety of housing styles similar to that found elsewhere in the City are planned. The neighborhoods are generally divided by the geography of the site into four irregularly -sized quadrants. Each quadrant has its own adjacent land uses, natural resources and circulation requirements.

Parks and Open Space – Approximately 30% of the plan area is planned for park and open spaces use, which is equivalent to 28 acres of park and open space per 1,000 residents. Open space corridors provide for passive recreation opportunities, preservation of significant resou rces, viewsheds, potential floodwater conveyance and retention, resource mitigation, wildlife movement corridors, and can function to improve the interface between uses.

Maps. Maps showing the region and local area where Improvement Area No. 2 is located, as well as the boundaries of Improvement Area No. 2 follow.

25 [Map 1 – Regional Area Map]

26 [Map 2 – Improvement Area No. 2 Large Lot Map]

27 IMPROVEMENT AREA NO. 2 PLANNED DEVELOPMENT

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.

The Winding Creek Development

General. The land within Improvement Area No. 1 and Improvement Area No. 2 of the District and a future improvement area to be created from the future annexation area of the District comprises the “Winding Creek” project (herein, the “ Winding Creek Development ”) being developed by the Master Developer north of Blue Oaks Boulevard and west of the Fiddyment Farm development, within the Creekview Specific Plan in the northwest part of the City . See “THE CREEKVIEW SPECIFIC PLAN” above.

The Winding Creek Development is a master planned community being developed in five phases. Improvement Area No. 1 of the District comprises Phases 1 and 2. Improvement Area No. 2 comprise s Phases 3 and 4. A planned Phase 5 is expected to be within a separate improvement area.

Improvement Area No. 1 is comprised of 544 single family homes developed or under development by homebuilders D.R. Horton, K. Hovnanian Homes , Richmond American and Meritage Homes, and also includes 263 apartment units (not including 116 affordable rental units not subject to a special tax). Bonds for Improvement Area No. 1 were issued in September 2020 and December 2021 in the principal amounts of $10,905,000 and $12,500,000 respectively.

Information on land in Improvement Area No. 1 is provided for inform ational purposes; only the land in Improvement Area No. 2 is security for the Bonds.

Taxable land within Improvement Area No. 2, which is security for the Bonds, consists of approximately 167 acres planned for 561 taxable single-family homes within Phase 3 and 4 of the Winding Creek Development. The final maps for Phase 3 (330 lots) were recorded in August 2022 and lot construction was completed in March 2023. The final maps for Phase 4 (231 lots) were recorded in August 2024 and lot construction was completed in October 2024.The 2023 Bonds were the first series of bonds issued for Improvem ent Area No. 2 in July 2023 in the principal amount of $14,300,000.

Planned Development in Improvement Area No. 2. The property in Improvement Area No. 2, is under development as a mix of Low Density Residential (“ LDR”), Medium Density Residential (“MDR”), and High Density Residential (“HDR”), as shown in the table on the following page.

28 Table 1
Property Ownership and Planned Development of Taxable Property in Improvement Area No. 2
(as of November 20, 2024)

Phase
Larger
Parcel
Designation

Current/Developer/Land Bank

Type of Units
No.

Taxable
Lots
3 C-5 Lennar Homes/AG Land Bank (1) LDR 74
3 C-9 Woodside LDR 97
3 C-21 D.R. Horton MDR 77
3 C-22 Meritage MDR 82
Sub-Total (Phase 3) 330

4 C-6 Beazer Homes/Brookfield Land Bank(2) LDR 48
4 C-7 TriPointe/Kennedy Lewis Land Bank(3) LDR 74
4 C-8 Beazer Homes/Brookfield Land Bank(2) LDR 32
4 C-20 D.R. Horton/Hearthstone Land Bank(4) MDR 77
Sub-Total (Phase 4) 231

Total – Taxable Property in Improvement Area No. 2 561
___________________________________
(1) Ownership, Development Status and Land Use as of November 20, 2024. Lennar Homes reports that on June 22, 2023 V illage C-5 was conveyed by Lennar Homes to the AG Land Bank. Lennar Homes is developing the lots and has an option, but not an obligation, to acquire lots from the AG Land Bank pursuant to a takedown schedule. See “MERCHANT BUILDER INFORMATION – Lennar Homes” herein. (2) As of November 20, 2024, Villages C-6 and C-8 are being developed by Beazer Homes. Beazer Homes has an option, but not an obligation, to acquire lots from the Brookfield Land Bank pursuant to a takedown schedule. See “MERCHANT BUILDER INFORMATION – Beazer Homes” herein.
(3) As of November 20, 2024, Village C -7 is being developed by TriPointe. TriPointe has an option, but not an obligation, to acquire lots from the Kennedy Lewis Land Bank pursuant to a takedown schedule. See “MERCHANT BUILDER INFORMATION – TriPointe” herein. (4) Village C-20is being developed by D.R. Horton. D.R. Horton has an option, but not an obligation, to acquire lots from the Kennedy Lewis Land Bank pursuant to a takedown schedule. See “MERCHANT BUILDER INFORMATION – D.R. Horton” herein.

Source: Master Developer.

Phasing of Planned Development. The phasing map on the following page shows each of the Villages planned for Improvement Area No. 2, as well as the Villages planned for the larger Winding Creek Development project being undertaken by the Master Developer which are located outside of Improvement Area No. 2 and therefore do not provide security for the Bonds. See “– The Winding Creek Development ” for additional details on the overall development project, of which the land in Improvement Area No. 2 forms a part, comprised of the area south of the creek.

Phase 1 and Phase 2 of the Winding Creek Development are located in Improvement Area No. 1, Phase 3 and Phase 4 of the project are located in Improvement Area No. 2 and Phase 5 of the project remains in the Future Annexation Area. Only the land in Improvement Area No. 2 is security for the 2024 Bonds.

The Master Developer has constructed all of the backbone and in- tract infrastructure necessary for Phase 3 . The Master Developer has substantially completed all of the backbone and in-tract infrastructure necessary for Phase 4.

Ownership by Merchant Builders. Of the planned 561 taxable lots in Improvement Area No. 2, all 561 taxable lots, comprising all of “Phase 3” and “Phase 4” of the project were acquired by or for the following merchant builders (collectively, the “Merchant Builders”). As of November 20, 2024, __ homes have been sold to individual homeowners.

29 • Lennar Homes of California, LLC, a California limited liability company (“Lennar Homes”) and AG EHC II (LEN) CA 2, L.P., a Delaware limited partnership (“AG Land Bank”), the land bank for Lennar Homes (large lot C-5, planned for 74 homes);

• Meritage Homes of California, Inc., a California corporation (“Meritage”) (large lot C-22, planned for 82 homes);

• Woodside 05N, LP, a California limited partnership (“ Woodside”) (large lot C -9, planned for 97 homes);

• D.R. Horton CA2, Inc., a California corporation (“ D.R. Horton ”) and Dragon – Roseville, L.P., a Delaware limited partnership (“ Hearthstone Land Bank”), the land bank for D.R. Horton (large lots C-20 and C-21, planned for 154 homes);

• TriPointe Homes Holdings, Inc., a Delaware corporation (“Tri Pointe”) and KL LB BUY 5 LLC, a Delaware limited liability company (“Kennedy Lewis Land Bank”), the land bank for Tri Pointe (large lot C-7, planned for 74 homes).

Multi-Family Site (Non -Taxable Property) . Land in Improvement Area No. 2 also includes land designated for 168 high- density-residential (HDR) units that are not subject to the Special Tax and provide no security for repayment of the Bonds. The land was sold to USA Properties Fund, Inc., an affordable housing developer, who is currently building an affordable apartment project.

Final Map Status. All 561 taxable lots in Improvement Area No. 2 have final maps. Final maps for the Phase 3 lots (330 lots) were recorded on August 30, 2022. Final maps for the Phase 4 lots (231 lots) were recorded on August 30, 2024.

Development Agreement

General. The City entered into a Development Agreement, dated October 3, 2012, and First Amendment to Development Agreement, dated November 6, 2019 (collectively, the “Development Agreement”) with certain entities and individuals to which the Master Developer has subsequently succeeded with respect to the land being developed by the Master Developer in the District. 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 Creekview Specific Plan area. All of the property in the District is subject to the requirements of the Development Agreement, as well as the Creekview Specific Plan. 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.

30 The Development Agreement is the primary implementation tool for the Creekview 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 impr ovements, 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 Creekview Specific Plan entitlements. Included are provisions relating to i nfrastructure improvements, public dedication requirements, landscaping amenities and other obligations of the parties.

The Development Agreement expires on April 25, 2043, which is 30 years following the annexation of portions of the Creekview Specific Plan into the City. The Development Agreement runs with the property, and may be modified only by mutual consent of the pa rties, and in a manner consistent with the Creekview 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 subdiv ision maps, satisfaction of certain design requirements and conditions of such maps and issuance of building permits.

Land use and development entitlements granted under the Development Agreement for property in the District are consistent with the Creekview Specific Plan.

Improvements. The Development Agreement sets forth the responsibility of the Master Developer and its successors for a portion of the costs of certain public improvements required for its development within the Creekview Specific Plan. See “– Backbone Infrastructure and Other Development Conditions” herein for additional details.

Affordable Units. At the end of January 2021, the Master Developer submitted a series of documents to the City for consideration, including a proposed amendment to the Creekview Specific Plan and a proposed second amendment to the Development Agreement. The specific plan amendment was approved by the Planning Commission on July 22, 2021 and approved by the City Council on August 18, 2021. The second reading of the specific plan amendment was approved by the City Council on September 1, 2021. Following stat utory appeal periods, it became effective on October 1, 2021. On October 8, 2021, the Second Amendment of Development Agreement was recorded with the Placer County Recorder’s Office. As a result of these amendments, the affordable housing requirement for the project is the following: at least 201 total low-income units to be constructed in Village s C-40 (located in Improvement Area No. 2) and C-43 (located in Improvement Area No. 1). The Master Developer has sold Villages C-40 and C-43 to Roseville 712, L.P., a subsidiary of USA Properties Fund, Inc., an affordable housing developer, who has started construction of a project with more than the 201 required affordable units. These affordable housing units are regulated by the City’s affordable housing requirements and are not subject to the special tax. For Improvement Area No. 2 satisfaction of the affordable housing requirements applicable to Village C-43 is not a pre-condition for the Master Developer or any subsequent owner to obtain a final map or buil ding permit with respect to any of the lots within Improvement Area No. 2 and, accordingly, the Master Developer does not believe the affordable housing requirements will impact the timing of development or sale of any those lots.

Backbone Infrastructure and Other Development Conditions. The Development Agreement requires satisfaction of various items as conditions of development of the Winding Creek Development. Set forth below is a table describing some of those conditions required for

31 the Winding Creek Development that impact the property in Improvement Area No. 2 and the status of those conditions:

Table 2
Conditions of Development for Improvement Area No. 2
As of November 1, 2024

Item Condition Status
(as of November 1, 2024)
Electric Substation
Site

The Master Developer shall, prior to the issuance of
the 923rd residential building permit or any
combination of building permits within the Creekview
Specific Plan, dedicate to City a 0.90 buildable acre
site (parcel C-81) (including grading, construction of
retaining walls, access roads, and power line corridor) net of easements, wetlands, riparian corridors and
required setbacks for use as an electrical substation.

The substation site is ready to be dedicated
once Roseville Electric is ready for the
improvements.

School Fees Under a mitigation agreement with the Roseville City School District, the School District agreed to defer a
portion of the school fees payable at building permit
for the property in Improvement Area No. 2, with the
deferred amount payable as a lump sum pay able in
three installments of approximately $4 million each:
12/1/23 (paid); 12/1/24 (paid); and 12/1/25.

The Merchant Builders will pay the reduced
school fees in connection with each request for
building permits in Improvement Area No. 2.

The deferred amounts will be payable by the
Master Developer pursuant to the schedule.
(only the final installment due 12/1/25 remains
to be paid).

Environmental Matters

Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Flood Area Panel Number 06061C-0920H, with an effective date of November 2, 2018), the property in Improvement Area No. 2 is located within Flood Zone X, described as areas of minimal flooding (outside of the 100- and 500-year floodplains).

Wetland Conditions. According to the City’s planning department, some jurisdictional wetlands will be affected by the development of the Project; however the impact has been mitigated by the Master Developer. No additional environmental permits are required to be obtained.

Seismic Conditions. None of the property expected to be developed as part of the Winding Creek Development (including land in Improvement Area No. 2) 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. 2 is within an area of concern, as designated by CAL-FIRE.

Utilities. It is expected that utility service for the property in Improvement Area No. 2 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

32 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. 2 (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. 2 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 a Washington limited partnership with its primary development executive team having both regional and national development experience in residential, commercial, and municipal projects. Its general partner is Anthem United Creekv iew Management LLC, a Washington limited liability company (“Anthem United”), and its limited partners are: (1) Anthem United Homes, Inc. (“Anthem United Homes”), (2) Granite Bay Development LP, and (3) Sherwood Developments, LLC.

General Partner. Anthem United is owned in full by Anthem Properties Group, Inc., a Washington corporation (“ Anthem Properties”). Anthem Properties , together with its affiliates, including Anthem United Homes, is a land development and homebuilding company operating across western North America (Canada and the United States).

Anthem United is currently involved with building approximately 14,600 homes in more than 60 communities across more than 5,000 acres of land. Headquartered in Vancouver BC, it also has offices in Calgary and Edmonton AB, and Roseville, California. Anthem United, as the general partner of the Master Developer, has full managerial control of the Master Developer.

Limited Partners . Anthem United Homes is a privately held affiliate of Anthem United responsible primarily for home- building operations undertaken by Anthem United entities. Its President is Eric Carlson. Granite Bay Development LP is a privately held affiliate of Anthem United. Eric Carlson is also its President. Sherwood Developments, LLC is privately held, and owned by Cameron Taylor. Its President is Cameron Taylor.

Relevant Experience of Master Developer and Affiliates. Examples of some of the Master Developer’s (or its affiliate’s) other projects include the following:

• Natomas Meadows (Sacramento) – 630 single family detached finished lots, all of which were sold to D.R. Horton, Lennar Homes, Carson, and Woodside.

• Promenade (West Sacramento) – 222 single family detached finished lots, all of which were sold to Anthem United Homes.

33 • Fiddyment Ranch (Roseville) - 419 single family detached finished lots, all of which were sold to JMC Homes and Taylor Morrison.

Master Developer Financing Plan

Estimated Cost of the Improvements. The Master Developer has expended over $130 million dollars on improvements for the Winding Creek Development and intends to finish constructing site improvements and certain backbone infrastructure improvements in both Improvement Area No. 1 and Improvement Area No. 2 and in the remaining future annexation area (collectively, the “Improvements”). Total site improvement costs for both Improvement Area No. 1 and No. 2 and the remaining future annexation area are projected to be $150 million.

Funding Sources. The Master Developer intends to use the following sources of funds to finance the Improvements for the Winding Creek Development:

• Equity from the partner -entities comprising the Master Developer (see “ –The Master Developer,” above, for more information about these entities).

• Draws on a future revolving construction loan (see “ – Revolving Construction Loan” below).

• Sales of lots in Improvement Area No. 1 and Improvement Area No. 2 to merchant builders and other developers.

• Proceeds of the Bonds (secured by Improvement Area No. 2) and bonds issued for land within Improvement Area No. 1.

• Pay-as-you-go Special Taxes available to the Master Developer under the Acquisition Agreement (see “– Acquisition Agreement” below).

Revolving Construction Loan. The Master Developer has a $71,579,245 revolving credit line (the “ Credit Line”) with GCAM Winding Creek, LLC, a subsidiary of Gibraltar Real Estate Capital, LLC. The Credit Line is specifically for development of Phases 4 (i.e., the property in Improvement Area No. 2) and 5 (i.e., the property in the future annexation area). The Cr edit Line matures on March 31, 2025, subject to one 12-month extension. As of November 20, 2024, the Credit Line is in good standing.

Cash Flow Statement

The following table shows estimated cash flow sources and uses for the Master Developer related to the development of the land within Improvement Area No. 2.

34 Table 3
Master Developer’s Proposed Financing Plan – Improvement Area No. 2 As of November 1, 2024

Area Improvement Estimated
Total Cost
Costs Spent
as of 10/1/24
% of
Completion
Remaining
Costs
Improvement
Area No. 2 –
Phase 3
Backbone Infrastructure 12,687,931 $12,687,931 100.0% 0 In-Tract Improvements 25,898,512 25,898,512 100.0% 0
Subtotal Phase 3
38,586,443 38,586,443 100.0% 0

Improvement
Area No. 2 –
Phase 4

Backbone Infrastructure 12,929,323 $12,838,060 99.3% $91,263 In-Tract Improvements 14,236,618 12,593,462 88.5% 1,643,156 Subtotal Phase 4 27,165,941 25,431,522 93.6% 1,734,419

TOTAL – Improvement Area No. 2 $65,752,384 $64,017,966 97.3% 1,734,419

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 wil lingness 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.

Acquisition Agreement. In connection with the formation of the District, the City and the Master Developer entered 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) the Improvements, and the City, upon completion of construction and acceptance (or through progress payments prior to completion of the entire Improvement), w ill 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.

35 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. 2, and, in the event that any property owner defaults in the payment of its Special Taxes, the District may proceed with j udicial foreclosure of the delinquent land within Improvement Area No. 2 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 f inancial 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.

Lennar Homes

Ownership. As defined previously in this Official Statement, “ Lennar Homes” refers to Lennar Homes of California, LLC, a California limited liability company. Lennar Homes is wholly- owned by U.S. Home, LLC, a Delaware limited liability company (“ U.S. Home”). U.S. Home is wholly-owned by Lennar Corporation, which is based in Miami, Florida. Founded in 1954, Lennar Corporation completed its initial public offering in 1971 and listed its common stock on the New York Stock Exchange in 1972. Lennar Corporation’ s Class A and Class B common stock are listed on the New York Stock Exchange under the symbols “LEN” and “LEN.B.” respectively.

Lennar Corporation is one of the largest homebuilders in the United States based on home sales revenues and net earnings, and operates under a number of brand names, including Lennar Homes and U.S. Home. Lennar Corporation primarily develops residential communities both within the Lennar family of builders and through consolidated and unconsolidated partnerships in which Lennar Corporation maintains an interest.

Lennar Corporation is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such filings, particularly the Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q, set forth, among other things, certain data relative to the consolidated results of operations and financial position of Lennar Corporation and its consolidated subsidiaries, including Lennar Homes, as of such dates.

The SEC maintains a website that contains reports, proxy and other information statements and other information regarding registrants that file electronically with the SEC, including Lennar Corporation. The address of such website is www.sec.gov. All documents filed by Lennar Corporation 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 Lennar Corporation’s Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are available from Lennar Corporation’s website at www.lennar.com. The foregoing website addresses and references to filings with the SEC are given for reference and convenience only, and the information on such websites and on file with the SEC does not form a part of this Official Statement and is not incorporated by reference herein. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Lennar Corporation and

36 Lennar Homes are not 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 whet her to buy, hold or sell the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter.

The Land Bank Structure. In connection with a land banking transaction, on June 22, 2023 Lennar Homes transferred all 74 lots it owned in Improvement Area No. 2 (the “Lennar Land Bank Lots”) to AG EHC II (LEN) CA 2, L.P., a Delaware limited partnership (the “Lennar Land Bank Owner”). In connection therewith, Lennar Homes and the Lennar Land Bank Owner entered into that certain Option Agreement, dated June 22, 2023 (the “Lennar Option Agreement”) whereby Lennar Homes has the option, but not the obligation, to purchase the Lennar Land Bank Lots from the Lennar Land Bank Owner pursuant to a takedown schedule agreed upon between Lennar Homes and the Lennar Land Bank Owner.

The Land Bank Owner. The Lennar Land Bank Owner is an affiliate of, and managed by, Angelo Gordon & Co., L.P. (“Angelo Gordon”). Angelo Gordon is a privately-held alternative investment firm founded in 1988 and headquartered in New York, with associated offices across the United States, Europe and Asia. Angelo Gordon manages approximately $52 billion across a broad range of credit and real estate strategies. Affiliates of the Lennar Land Bank Owner have entered into land banking arrangements with Lennar Corporation and its affiliated entities on more than 200 residential development projects.

Development Plan. Lennar Homes has been developing its lots in Improvement Area No. 2 into 74 single -family detached homes in a single neighborhood known as “Meander at Winding Creek.” As of November 1, 2024, 38 homes have been sold and closed to individual homeowners. Buildout is projected to be in the 4th quarter of 2025.

Lennar Homes – “Meander at Winding Creek”
(Village C-5 – 74 LDR Lots)
(As of November 1, 2024)

No.

Lots Sq. Ft. Range

Base Price Range(1)
Building
Permits
Issued
Homes
Under
Construction
Completed
Homes
Homes
Under
Contract
Homes
Closed
74 2,393 – 3,2025 $732,990 – $832,906 74 36 38 12 38
_____________
(1) Base sales prices are as of November 1, 2024. Base sales prices exclude lot premiums, options and extras and any incentives or price reductions. Base sales prices are subject to change.

Source: Lennar Homes.

Lennar Homes’s development expectations described above are based on Lennar Homes’s current plans. These plans may change due to changes in economic and market conditions or other factors. No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described 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. Lennar Homes reserves the right to change its development plans at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS — Property Values and Property Development – Risks of Real Estate Secured Investments Generally.”

37 Financing Plan. Lennar Homes purchased 74 finished lots from the Master Developer.

Lennar Homes intends to finance the development of the lots using internal sources (which may include funding from its parent company and home sales proceeds).

No assurance can be given that amounts necessary to fund the planned development by Lennar Homes in Improvement Area No. 2 will be available when needed. Neither Lennar Homes nor any other entity or person is under any legal obligation of any kind to expend funds for the development of the property as planned by Lennar Homes in Improvement Area No. 2. Any contributions by Lennar Homes or any other entity or person to fund the costs of such development are entirely voluntary. Lennar Homes 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. Many factors beyond L ennar Homes’ control, or a decision by Lennar Homes to alter its current plans, may cause the actual sources and uses to differ from the projections.

If and to the extent that internal funding, including but not limited to home sales revenues and corporate financing from Lennar Homes’ parent company, is inadequate to pay the costs to complete the planned development by Lennar Homes within Improvement Area No. 2 and other financing by Lennar Homes is not put into place, there could be a shortfall in the funds required to complete the proposed development by Lennar Homes in Improvement Area No. 2 and the remaining portions of Lennar Homes’ project in Improvement Area No. 2 may not be developed.

See “SPECIAL RISK FACTORS – Property Values and Property Development” herein.

Woodside

Ownership. As defined previously in this Official Statement, “Woodside” refers to Woodside 05N, LP, a California limited partnership. Woodside is wholly owned by Woodside Group, LLC, a Nevada limited liability company (“Woodside Group”), directly or through its wholly owned subsidiaries. Woodside is owned 99% directly by Woodside Group, as a limited partner.

The remaining 1% interest is owned by WDS GP, Inc., a California corporation, as its general partner, which is wholly owned by Woodside Homes of Cal ifornia, Inc., a California corporation, which in turn is wholly owned by Woodside Group. The parent of Woodside Group is Woodside Homes Company, LLC, a Delaware limited liability company (“ Woodside Homes Company”).

Since February 28, 2017, the ultimate parent of Woodside Homes Company has been Sekisui House, Ltd, one of Japan’s largest homebuilders, which was founded in 1960 and is headquartered in Osaka, Japan.

Woodside Group’s subsidiaries engage in the design, construction, and sale of single- family homes under the brand name of “Woodside Homes.” Woodside is one of America’s top 30 homebuilders having built more than 40,000 homes across the United States, with current operations in Arizona, California, Nevada, and Utah.

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 int o 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 City or the Underwriter.

Neither Woodside nor any related entity 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.

38 Development Plan. Woodside plans to construct a total of 97 single- family detached homes in Village C- 9 in Improvement Area No. 2 in a single neighborhood known as “Wildflower at Winding Creek.” As of November 1, 2024 ___ homes have been sold and closed to individual homeowners.

Woodside’s development expectations described above are based on Woodside’s current plans. These plans may change due to changes in economic and market conditions or other factors. No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described 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.

Woodside reserves the right to change its development plans at any time without notice.

Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS — Property Values and Property Development – Risks of Real Estate Secured Investments Generally.”

Financing Plan. Woodside intends to finance the development of the 97 homes in its neighborhood using internal sources, including cash generated from its homebuilding operations and advances from affiliates of its parent Woodside Homes Company. Woodside Homes Company has a $330 million unsecured term loan.

As of October 1, 2024, SH Residential Holdings, LLC, the direct parent of Woodside Homes Company, has one or more unsecured revolving credit facilities which are available to Woodside Homes Company pursuant to one or more intercompany lending agreements between SH Residential Holdings, LLC and Woodside Homes Company.

No assurance can be given that amounts necessary to fund the planned development by Woodside in Improvement Area No. 2 will be available when needed. Neither Woodside nor any other entity or person is under any legal obligation of any kind to expend funds for the development of the property as planned by Woodside in Improvement Area No. 2. Any contributions by Woodside or any other entity or person to fund the costs of such development are entirely voluntary. Woodside 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. Many factors beyond Woodside’s control, or a decision by Woodside to alter its current plans, may cause the actual sources and uses to differ from the projections.

If and to the extent that internal funding, including but not limited to home sales revenues and corporate financing from Woodside’s parent company, is inadequate to pay the costs to complete the planned development by Woodside in Improvement Area No. 2 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Woodside or to pay ad valorem property taxes or Special Taxes related to Woodside’s property in Improvement Area No. 2 and the remaining portions of such development may not be completed. Many factors beyond Woodside’s control, or a decision by Woodside to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS – Property Values and Property Development” herein.

Meritage

Ownership. As previously defined in this Official Statement, “Meritage” is Meritage Homes of California, Inc., a California corporation. Meritage is a subsidiary of Meritage Homes Corporation (“ Meritage Homes Corporation”), a Maryland corporation. Meritage Homes

39 Corporation is a homebuilder focused primarily on high- growth regions of the western and southern United States. Meritage Homes Corporation operates as a holding company, has no independent assets or operations, and is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol MTH. Homebuilding, construction, development and sales activities are conducted through subsidiaries. As of July 1, 2024, Meritage Homes Corporation had operations in three geographic regions comprised of ten states: Arizona, California, Colorado, Utah, Texas, Florida, Georgia, North Carolina, South Carolina and Tennessee.

Meritage Homes Corporation is subject to the informational reporting requirements of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act”), and in accordance therewith files reports, proxy statements and other information, including financial statements, with the Securities and Exchange Commission (the “ SEC”). Such filings set forth, among other things, certain data relative to the consolidated results of operations and financial position of Meritage Homes Corporation and its subsidiaries (e.g., see Meritage Homes Corporation’s Annual Report on Form 10- K for the fiscal year ended December 31, 2023, as filed with the SEC on February 14, 2024, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the SEC on July 26, 2024 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on October __, 2024) as of the dates described therein.

All documents subsequently filed by Meritage Homes Corporation 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 Meritage Homes Corporation’s annual report, quarterly reports and current reports, including any amendments, will be available from Meritage Homes Corporation’s website at www.meritagehomes.com.

Neither Meritage nor Meritage Homes Corporation 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.

Development Plan. Meritage plans to construct a total of 82 single-family detached homes in Village C-22 in Improvement Area No. 2 in a single neighborhood known as “Traverse at Winding Creek.” As of November 1, 2024 ___ homes have been sold and closed to individual homeowners.

Meritage’s development expectations described above are based on Meritage’s current plans. These plans may change due to changes in economic and market conditions or other factors. No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described 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.

Meritage reserves the right to change its development plans at any time without notice.

Additionally, homes under contract to be sold may not result in closed escrows as sales contracts

40 are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS — Property Values and Property Development – Risks of Real Estate Secured Investments Generally.”

Financing Plan. Meritage intends to finance the development of its neighborhood using internal sources (which may include funding from its parent company and home sales proceeds).

However, home sales revenues from Meritage’s activities in Improvement Area No. 2 are not segregated and set aside for completing its development activities in Improvement Area No. 2.

No assurance can be given that amounts necessary to fund the planned development by Meritage in Improvement Area No. 2 will be available when needed. Neither Meritage nor any other entity or person is under any legal obligation of any kind to expend funds for the development of the property as planned by Meritage in Improvement Area No. 2. Any contributions by Meritage or any other entity or person to fund the costs of such development are entirely voluntary. Meritage 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. Many factors beyond Meritage’ s control, or a decision by Meritage to alter its current plans, may cause the actual sources and uses to differ from the projections.

If and to the extent that internal funding, including but not limited to home sales revenues and corporate financing from Meritage’ s parent company, is inadequate to pay the costs to complete the planned development by Meritage in Improvement Area No. 2 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Meritage or to pay ad valorem property taxes or Special Taxes related to Meritage’s property in Improvement Area No. 2 and the remaining portions of such development may not be completed. Many factors beyond Meritage’s control, or a decision by Meritage to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS – Property Values and Property Development” herein.

D.R. Horton

Ownership. As previously defined in this Official Statement, “D.R. Horton” means D.R.

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 121 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 set forth, among other things, certain data relative to the consolidated results of operations and financial position of D.R. Horton, Inc. and its subsidiaries.

D.R. Horton, Inc.’s SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov, and at D.R Horton, Inc.’s website at www.drhorton.com.

Neither D.R. Horton nor D.R. Ho rton Inc. is obligated to advance funds for construction or

41 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 2024 Bonds.

The Hearthstone Land Bank Structure. On September 14, 2024, D.R. Horton purchased 18 finished lots in Village C-20 from the Master Developer. At the same time, in connection with a land banking transaction, the Hearthstone Land Bank purchase the remaining 59 lots in Village C-20 from the Master Developer and entered into an option agreement with D.R. Horton whereby D.R. Horton has the option, but not the obligation, to purchase from the Hearthstone Land Bank, the 59 lots owned by the Hearthstone Land Bank pursuant to the following take- down schedule.

There is no guaranty that D.R. Horton will acquire all 77 lots in Village C-20 from the Hearthstone Land Bank as planned. D.R. Horton is responsible for making special tax payments while the option agreement is in place.

D.R. Horton – Hearthstone Land Bank
Remaining Take-Down Schedule
(Village C-20)
(1)

Scheduled
Acquisition Date
No. Lots
Scheduled
to be Acquired
Cumulative
No. Lots to be
Acquired
Dec. 20, 2024 15 15
Mar. 20, 2025 15 30
Jun. 20, 2025 15 45
Sep. 20, 2025 10 55
Dec. 20, 2025 4 59
59 ___________
(1) Excludes 18 lots already taken-down by D.R. Horton.

The lots in Village C-20 are planned for development into 77 single-family detached homes (77 MDR units) as a continuation of D.R. Horton’s “Dragonfly at Winding Creek” project being developed within Village C-21 (also 77 MDR units), for a total of 154 homes. See “ – Development Plan” below.

Hearthstone Land Bank. 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 single-family 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

42 construct over 140,000 homes and lots in 22 states since its inception. Hearthstone’s principal office is located in Calabasas, California.

Development Plan. Since 2023, D.R. Horton has been developing 77 single-family detached homes in Village C-21 in Improvement Area No. 2 in a single neighborhood known as “Dragonfly at Winding Creek.” As of November 1, 2024 ___ homes have been sold and closed to individual homeowners.

As noted above, in September 2024, D.R. Horton and the Hearthstone Land Bank acquired an additional 77 MDR lots in Village C- 20 from the Master Developer. D.R. Horton intends to market the homes constructed in Village C -20 as a continuation of its Dragonfly neighborhood being constructed within Village C-21.

D.R. Horton’s development expectations described above are based on D.R. Horton’s current plans. These plans may change due to changes in economic and market conditions or other factors. No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described 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 plans at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS — Property Values and Property Development – Risks of Real Estate Secured Investments Generally.”

Financing Plan. D.R. Horton intends to finance its land acquisition and development of its homes in Improvement Area No. 2 using internal sources (which may include funding from its parent company and home sales proceeds). However, home sales revenues from D.R. Horton’s activities in Improvement Area No. 2 are not segregated and set aside for completing its development activities in Improvement Area No. 2.

No assurance can be given that amounts necessary to fund the planned development by D.R. Horton in Improvement Area No. 2 will be available when needed. 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 the property as planned by D.R. Horton in Improvement Area No. 2. Any contributions by D.R. Horton or any other entity or person to fund the costs of such development are entirely voluntary. 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. 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.

If and to the extent that internal funding, including but not limited to home sales revenues and corporate financing from D.R. Horton’ s parent company, is inadequate to pay the costs to complete the planned development by D.R. Horton in Improvement Area No. 2 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 N o. 2 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 – Property Values and Property Development” herein.

43 Beazer Homes

Ownership. Brookfield Homes (Winding) LLC, a Delaware limited liability company, serves as a land- banking entity for Beazer Homes , a merchant homebuilder. Beazer Homes plans to enter into an agreement with the landbank pursuant to which Beazer Homes has the option, but not the obligation, to purchase lots from the landbank pursuant to a defined schedule providing for approximately 15-25 homes to be taken down quarterly.

Brookfield Homes (Winding) LLC is an affiliate of, and managed by, Brookfield Properties (“Brookfield Properties”), a diversified real estate company. Brookfield Properties owns and/or operates office, retail, multifamily, hospitality and logistics properties throughout the world through various entities, including Brookfield Corporation (a global investment firm) and Brookfield Asset Management (a global alternative asset manager).

Beazer Homes is a subsidiary of Beazer Homes USA, Inc., a Delaware corporation (“Beazer Homes Corp”). Beazer Homes Corp’s common stock is publicly traded on the NYSE under the symbol “BZH.” Beazer Homes Corp is one of the largest public homebuilders in the United States, operating in more than a dozen states and having its headquarters in Atlanta, Georgia. Beazer Homes Corp is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements, and ot her information, including financial statements, with the SEC. 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 Beaz er Homes Corp. The address of such Internet web site is www.sec.gov. All documents subsequently filed by Beazer Homes Corp 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 Beazer Homes Corp’s Annual Report and each of its other quarterly and current reports, including any amendments, are available from its website at www.beazer.com. The website address is given for reference and convenience only. The information on the website may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter. Nothing on the website is a part of this Official Statement or incorporated into this Official Statement by reference.

Development Plan. Beazer Homes plans to construct a total of 80 single-family detached homes in Improvement Area No. 2 in Village C- 6 and Village C-8, to be marketed as “ Willow at Winding Creek.” The proposed product mix for the homes planned to be constructed by Beazer Homes within this neighborhood is set forth in the following table . No homes have been constructed or sold to individual homeowners to-date. Initial home closings are projected for the 3rd quarter of 2025 and buildout is projected to be in the 2nd quarter of 2027.

Beazer Homes – “Willow at Winding Creek”
(Village C-6 and C-8 – 80 LDR lots)
(as of November 1, 2024)

No.

Lots
Sq. Ft.

Range

Base Price
Range(1)
Building
Permits
Issued
Homes
Under
Construction
Completed
Homes
Homes
Under
Contract
Homes
Closed
80 1,564 –
2,724
$617,000 –
$722,000 0 0 0 0 0
_____________
(1) Base sales prices are as of November 1, 2024. Base sales prices exclude lot premiums, options and extras and any incentives or price reductions. Base sales prices are subject to change.

Source: Beazer Homes.

44 Beazer Homes ’s development expectations described above are based on Beazer Homes’s current plans. These plans may change due to changes in economic and market conditions or other factors. No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described herein, or tha t the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Beazer Homes reserves the right to change its development plans at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS – Property Values and Property Development – Risks of Real Estate Secured Investments Generally.”

Financing Plan. Beazer Homes intends to finance the acquisition and development of its homes within Improvement Area No. 2 using internal sources (which may include funding from its parent company and home sales proceeds).

No assurance can be given that amounts necessary to fund the planned development by Beazer Homes in Improvement Area No. 2 will be available when needed. Neither Beazer Homes nor any other entity or person is under any legal obligation of any kind to expend funds for the development of the property as planned by Beazer Homes in Improvement Area No. 2. Any contributions by Beazer Homes or any other entity or person to fund the costs of such development are entirely voluntary. Beazer Homes 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. Many factors beyond Beazer Homes’ control, or a decision by Beazer Homes to alter its current plans, may cause the actual sources and uses to differ from the projections.

If and to the extent that internal funding, including but not limited to home sales revenues and corporate financing from Beazer Homes’ parent company, is inadequate to pay the costs to complete the planned development by Beazer Homes within Improvement Area No. 2 and other financing by Beazer Homes is not put into place, there could be a shortfall in the funds required to complete the proposed development by Beazer Homes in Improvement Area No. 2 and the remaining portions of Beazer Homes’ project in Improvement Area No. 2 may not be developed.

See “SPECIAL RISK FACTORS – Property Values and Property Development” herein.

Tri Pointe

Ownership. As previously defined in this Official Statement, “Tri Pointe” is Tri Pointe Homes Holdings, Inc., a Delaware corporation, which is a wholly-owned subsidiary of Tri Pointe Homes, Inc., a Delaware Corporation (“ Tri Pointe Homes”), a publicly traded company whose common stock is listed on the New York Stock Exchange under the ticker symbol “TPH.” Tri Pointe Homes is engaged in the design, construction, and sale of single- family attached and detached homes across ten states, including Arizona, California, Colorado, Maryland, Nevada, North Carolina, South Carolina, Texas, Virginia, Washington and the District of Columbia. In September 2023, Tri Pointe Homes announced the expansion into the greater Salt Lake City region with the launch of a new division in Utah. In April 2024, Tri Pointe Homes announced further expansion into Orlando, Florida and the Coastal Carolinas area, which includes parts of Georgia and South Carolina. As of June 30, 2024, the company had not yet commenced significant homebuilding operations in these new markets.

45 Tri Pointe Homes 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, set forth, among other things, certain data relative to the consolidated results of operations and financial position of Tri Pointe Homes and its consolidated subsidiaries, including Tri Pointe, as of such dates (e.g., see Tri Pointe Homes’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 22, 2024 and Tri Pointe Homes’ Quarterly Report on form 10- Q for the quarterly period ended September 30, 2024, as filed with the SEC on October 24, 2024).

The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including Tri Pointe Homes. The address of such Internet website is www.sec.gov. All documents filed by Tri Pointe Homes 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 Tri Pointe Homes’ most recent Annual Report on Form 10-K and each of its other quarterly and current reports, including any amendments, are available in the “investors” portion of its website at www.tripointehomes.com.

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

The Kennedy Lewis Land Bank Structure. On November __, 2024, in connection with a land banking transaction, the Kennedy Lewis Land Bank purchase the 74 lots in Village C -7 from the Master Developer and entered into an option agreement with Tri Pointe whereby Tri Pointe has the option, but not the obligation, to purchase from the Kennedy Lewis Land Bank, the 74 lots owned by the Kennedy Lewis Land Bank pursuant to the following take- down schedule.

There is no guaranty that Tri Pointe will acquire the 74 lots in Village C-7 from the Kennedy Lewis Land Bank as planned. Tri Pointe is responsible for making special tax payments while the option agreement is in place.

Tri Pointe – Kennedy Lewis Land Bank Take-Down Schedule (Village C-7 – 74 MDR Lots)

Scheduled
Acquisition Date(1)
No. Lots
Scheduled
to be Acquired
Cumulative
No. Lots to be
Acquired
Apr. 2025 8 8
Jul. 2025 12 20
Oct. 2025 8 28
Jan. 2026 8 36
Apr. 2026 12 48
Jul. 2026 12 60
Oct. 2026 8 68
Jan. 2027 6 74

46 74
_____________
(1) Takedown date is the fifth business of the month.

The lots in Village C-7 are planned for development into 74 single-family detached homes (74 MDR) in a neighborhood known as “Juniper at Winding Creek.” See “ – Development Plan” below.

Kennedy Lewis Land Bank. Kennedy Lewis Land Bank is ultimately controlled by Kennedy Lewis Investment Management LLC (“ Kennedy Lewis”) , which is a credit focused alternative asset manager founded in 2017 by David Kennedy Chene and Darren Lewis Richman.

The firm manages private funds, a business development company (Kennedy Lewis Capital Company), and collateralized loan obligations (Generate Advisors, LLC).

Development Plan. Tri Pointe plans to construct a total of 74 single-family detached homes in Improvement Area No. 2 in a single neighborhood known as “Juniper at Winding Creek.” The proposed product mix for the homes planned to be constructed by Tri Pointe within this neighborhood is set forth in the following table.

Tri Pointe – “Juniper at Winding Creek”
(Village C-7 – 74 LDR lots)
(as of November 1, 2024)

Floor
Plans

Approx.

Square
Footage

Total
Units
Planned(1)
Units
Completed,
Sold, and
Closed
Units
Completed and
Unsold or in
Escrow(2)
Units
Under
Construction
Finished
Lots(1)

Estimated
Base Price
Range(3)
Plan 1 2,800 21 0 0 0 21 TBD
Plan 2 3,050 25 0 0 0 25 TBD
Plan 3 3,300 28 0 0 0 28 TBD
74 0 0 0 74
_____________
(1) All 74 lots were owned by the Kennedy Lewis Land Bank as of November 1, 2024. (2) Initial base sales prices were not available as of November 1, 2024. Base sales prices exclude lot premiums, options and extras and any incentives or price reductions. Base sales prices are subject to change at any time.

Source: Tri Pointe.

No homes have been sold and closed to individual homeowners to -date. Tri Pointe expects to commence construction of the models and first phase of production homes in _____, 202__, enter into its first sales contracts in ______, 202__, close escrow on the first homes to individual homebuyers in _______, 2025 and reach full build- out and close escrow on its final homes in Juniper to individual homebuyers by the _______ quarter of 20___.

Tri Pointe’s development expectations described above are based on Tri Pointe’s current plans. These plans may change due to changes in economic and market conditions or other factors. No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described 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. Tri Pointe reserves the right to change its development plans at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS — Property Values and Property Development – Risks of Real Estate Secured Investments Generally.”

47 Financing Plan. Tri Pointe intends to finance its land acquisition and development of its homes in Improvement Area No. 2 using internal sources (which may include funding from its parent company and home sales proceeds). However, home sales revenues from Tri Pointe’s activities in Improvement Area No. 2 are not segregated and set aside for completing its development activities in Improvement Area No. 2.

As of November 1, 2024 , Tri Pointe has expended a minimal amount on site acquisition and site development cost. Tri Pointe anticipates expending approximately $__________ million to complete its development within Improvement Area No. 2, including land acquisition costs, site development costs, permits and fees, direct and indirect home construction costs, and marketing and sales costs and expenses.

No assurance can be given that amounts necessary to fund the planned development by Tri Pointe in Improvement Area No. 2 will be available when needed. Neither Tri Pointe nor any other entity or person is under any legal obligation of any kind to expend funds for the development of the property as planned by Tri Pointe in Improvement Area No. 2. Any contributions by Tri Pointe or any other entity or person to fund the costs of such development are entirely voluntary. Tri Pointe 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. Many factors beyond Tri Pointe’s control, or a decision by Tri Pointe to alter its current plans, may cause the actual sources and uses to differ from the projections.

If and to the extent that internal funding, including but not limited to home sales revenues and corporate financing from Tri Pointe’s parent company, is inadequate to pay the costs to complete the planned development by Tri Pointe in Improvement Area No. 2 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Tri Pointe or to pay ad valorem property taxes or Special Taxes related to Tri Pointe’s property in Improvement Area No. 2 and the remaining portions of such development may not be completed. Many factors beyond Tri Pointe’s control, or a decision by Tri Pointe to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS – Property Values and Property Development” herein.

48 VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2

Assessed Valuations

The value of taxable property within Improvement Area No. 2 is a critical factor in determining the investment quality of the 2024 Bonds . The remedy for non- payment of the Special Tax is potential foreclosure of the delinquent real property.

Assessed Valuation Generally. As provided by Article XIII A of the California Constitution, county assessors ’ assessed values are to reflect market value as of the date the property was last assessed (or 1975, whichever is more recent), increased by a maximum of 2% per year. Properties may be reassessed by the County only upon a change of at least 51% ownership of existing property or upon new construction. The assessed values of parcels in the District thus reflect the estimate of the County Assessor (the “ Assessor”) of market value when acquired (or 1975, whichever is later), possibly increased by up to 2% per year, and for parcels on which construction has occurred since their date of acquisition, the Assessor ’s estimate of market value as of the time of construction, possibly increased by up to 2% per year.

Assessed Valuation History. The following table provides assessed valuations of taxable property in Improvement Area No. 2 for the fiscal years shown.

Table 4
Historical Assessed Values in Improvement Area No. 2

Fiscal Year
Assessed Land
Value
Assessed
Structure Value
Total Assessed
Value
% Change in
Total Assessed
Value
2023-24 $13,282,176 $0 $13,282,176 N/A
2024-25 $51,120,295 $12,093,052 $63,213,347 376%
______________________
Source: Assessed Values - Respective Placer County Secured Property Rolls as compiled by Willdan Financial Services.

The actual market value of parcels in Improvement Area No. 2, if sold at foreclosure, may be higher or lower than the Assessor ’s assessed values, depending upon the date of the Assessor’s most recent assessment. The actual fair market value of any parcel may be more accurately established through an arms-length sale or an appraisal by an independent appraiser.

The Appraisal

General. In order to obtain a more accurate estimate of the value of land in Improvement Area No. 2, the City ordered preparation of an appraisal report (the “Appraisal”), of the estimated value of certain taxable land within Improvement Area No. 2 as of a September 20, 2024 date of value. The Appraisal was prepared by Integra Realty Resources , Sacramento, California (the “Appraiser”). 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, conditions and qualifications which are set forth in the Appraisal. Composite value

Composite Value Estimate. The Appraisal sets forth an aggregate value of taxable property currently in Improvement Area No. 2 of $175,516,352, as of September 20, 2024. This composite value consists of an estimated market value of $ 165,820,000 for the 542 taxable parcels that were appraised, plus $9,696,352 of assessed valuation for the 19 taxable parcels having an improvement

49 value on the Placer County property tax roll for Fiscal Year 2024-25. For completed homes without a complete assessed improvement value reflected on the tax roll, the opinions of value determined by the Appraiser represent a "not -less-than" value due to the fact the Appraiser was requested to provide a market value for the smallest floor plan in each neighborhood.

The appraised value 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 Apprais al is based upon a number of standard and special assumptions, which affect the estimates as to value.

Appraised Valuation by Ownership. The following table sets forth the appraised valuation by ownership and development status for parcels owned by individual homeowners, the Master Developer and Merchant Builders as of September 20, 2024. This table does not include the assessed valuation for 19 complete homes which are reflected in the Appraisal at a value of $9,696,352. The composite valuation set forth in the Appraisal is $175,516,352. For information on how the values were allocated among parcels and ownership, see APPENDIX B.

Table 5
Appraised Values by Ownership as of September 20, 2024
Market Value
by Ownership
Lots/
Parcels/Homes Appraised Value
Individual Homeowners
Completed Homes
Dragonfly (DR Horton) 43 $23,005,000 (Not-Less-Than)
Meander (Lennar) 29 19,546,000 (Not-Less-Than)
Wildflower (Woodside) 7 4,788,000 (Not-Less-Than)
Traverse (Meritage) 47 26,038,000 (Not-Less-Than)
Total - Individual Homeowners 126 $73,377,000

DR Horton
Partially-Improved Lots (C-20) 18 $2,772,000
Improved Lots 8 1,304,000
Homes Under Construction 13 3,237,000
Completed Homes 11 5,885,000 (Not-Less-Than)
Total - DR Horton 50 $13,198,000

Meritage
Improved Lots* 6 $1,554,000
Homes Under Construction 21 5,439,000
Total - Meritage 27 $6,993,000

Woodside
Improved Lots 47 $9,870,000
Homes Under Construction 34 10,268,000
Completed Homes 3 2,052,000 (Not-Less-Than)
Total - Woodside 84 $22,190,000

Lennar
Homes Under Construction 9 2,664,000
Total - Lennar 9 $2,664,000

AG Land Bank
Improved Lots 9 $1,836,000
Homes Under Construction 24 7,104,000
Total – AG Land Bank 33 $8,940,000

Hearthstone Land Bank
Partially-Improved Lots (C-20) 59 $9,086,000

Master Developer
Partially-Improved Lots (C-6, C-7, C-8) 154 $29,372,000

Aggregate Market Value, subject to a
hypothetical condition 542 $165,820,000

*According to the Master Developer, permits have been pulled on all remaining lots .

Source: Appraisal.

50 Hypothetical Condition. The estimate of appraised value 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 reimburse for certain 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 com pletion 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 fore closed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the Appraisal. Based on the Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and demand in the local land market, the Appraiser’s opinion was that the probable exposure time for the appraised property at the concluded market value stated previously is 12 months.

Marketing Time. Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As the Appraiser foresees no significant changes in market conditions in the near term, the Appraiser’s opinion was that a reasonable marketing period for the appraised property in bulk is likely to be the same as the exposure time. Accordingly, the Appraiser estimated the marketing period at 12 months or less.

No assurance can be given that a sale of the property in bulk through foreclosure could be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a particular period. See “SPECIAL RISK FACTORS – Property Values and Property Development.”

Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout Improvement Area No. 2; thus, certain parcels may have a greater value than others.

This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel.

No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the 2024 Bonds are outstanding in that the City has no control over the market value of the property within Improvement Area No. 2 or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “–Overlapping Liens and Priority of Lien” below.

51 For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein.

Value to Special Tax Burden Ratios

General. In comparing the value of the real property within Improvement Area No. 2 and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within Improvement Area No. 2 cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within Improvement Area No. 2 unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

Other public agencies whose boundaries overlap those of Improvement Area No. 2 could, without the consent of the City and in certain cases without the consent of the owners of the land within Improvement Area No. 2, impose additional taxes or assessment liens on the land within Improvement Area No. 2. Property owners can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements.

The lien created on the land within Improvement Ar ea No. 2 through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Master Developer and subsequent merchant homebuilders, and home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within Improvement Area No. 2, however, will be subordinate to the lien of the Special Tax.

52 Value to Lien Ratios by Development Status. The following table sets forth composite values, maximum Special Taxes for Fiscal Year 2025-26, allocable debt, and value to lien ratios by development status in Improvement Area No. 2, based on the assumptions detailed therein.

Table 6A
Value to Lien Ratios by Development Status
CFD Debt Allocated by Maximum Special Tax

Phase / Development Status (1) /
Land Use (2)
No. of
Parcels
Planned
Units (2)
Composite
Value (3)
FY 2025-26
Maximum
Tax (4)
Projected FY
2025-26 Special
Tax Levy (4)(5) *
Allocable
Debt CFD
Bonds (6)(7) *
% of Total CFD
Bonded Debt (7)
Overlapping
Debt (8)
Total Direct
&
Overlapping
Debt *
Average
Value to Lien
Ratio *

Phase 3 - Single Family
Homes Completed & Sold (9) 140 140 $80,438,552 $393,951 $393,951 $6,607,714 23.4% $371,346 $6,979,060 11.53 Homes Completed 18 18 10,116,600 50,279 50,279 843,326 3.0% 41,162 884,488 11.44

Homes Partially Completed (10)
LDR 67 67 $20,036,000 $221,195 $221,195 $3,710,088 13.1% $101,042 3,811,130 5.26 MDR 35 35 9,131,200 90,924 90,924 1,525,067 5.4% 72,333 1,597,400 5.72 Subtotal 102 102 $29,167,200 $312,119 $312,119 $5,235,155 18.5% $173,375 $5,408,530 5.39 Finished Lots
LDR 56 56 $11,706,000 $184,879 $184,879 $3,100,968 10.9% $60,557 3,161,525 3.70 MDR 14 14 2,858,000 36,370 36,370 610,027 2.2% 24,722 634,749 4.50 Subtotal 70 70 $14,564,000 $221,249 $221,249 $3,710,995 13.1% $85,279 $3,796,274 3.84 Phase 4 – Partially Improved SF Lots
LDR 154 154 $29,372,000 $508,418 $508,418 $8,527,664 30.2% $53,167 $8,580,831 3.42 MDR 77 77 11,858,000 200,034 200,034 3,355,146 11.9% 19,720 3,374,866 3.51 Subtotal 231 231 $41,230,000 $708,452 $708,452 $11,882,810 42.1% $72,887 $11,955,697 3.45

Total 561 561 $175,516,352 $1,686,050 $1,686,050 $28,280,000 100.0% $744,049 $29,024,049 6.05

* Preliminary, subject to change.
(1) The timing of Development Status and Sales to Individual Homeowners are unique to each Developer. See “Value by Lien by Ownership Status" table herein for specifics. (2) Land Use and planned number of taxable residential units per the Improvement Area's Special Tax Formula. (3) Composite Value represents the Appraised Values as of September 20, 2024 or the July 1, 2024 Assessed Values. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued above using Assessed Value. (4) Maximum Tax refers to Maximum Annual Facilities Special Tax. Special Tax and the Projected Special Tax Levy refer to Special Facilities Tax. (5) The Projected FY 2025-26 Special Tax Levy assumes a levy at 100% of the Maximum Tax to generate direct facility funding through Pay -As-You Go. (6) Represents the outstanding balance of the 2023 Bonds of $14,280,000 together with the estimated par amount of the 2024 Bonds. (7) This table allocates the CFD Bonded Debt based upon each parcel's share of the Improvement Area's Fiscal Year 2025- 26 Maximum Special Tax. (8) Represents the overlapping debt liens of the Improvement Area parcels as of October 1, 2024 as summarized under “Table 9 Direct and Overlapping Tax and Assessment Debt" from the overlapping debt report prepared by California Municipal Statistics, Inc. No direct charges related to PACE liens secured by Special Taxes were levied onto the Improvement Area parcels in FY 2024- 25. (9) Represents homes within the Improvement Area sold to individual homeowners . (10) A partially completed home represents a single family lot upon which a building permit has been issued together with construc tion towards the completion of either the structure's footings or more.

Sources: Appraised Values - Integra Realty Resources, Inc.; Assessed Values - Placer County; Development Status - Appraiser, Master Developer and Developers; Land Use and Number of Units - Special Tax Formula; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Facilities Special Tax - Willdan Financial Services.

53 Value to Lien Ratios by Ownership. The following table sets forth composite values, maximum Special Taxes for Fiscal Year 2025-26, allocable debt, and value to lien ratios by ownership in Improvement Area No. 2, based on the assumptions detailed therein.

Table 6B
Value to Lien Ratios by Ownership and Development Status CFD Debt Allocated by Maximum Special Tax

Ownership (1) / Development Status (2) / Land Use (3)
No. of
Parcels
Planned
Units (3)
Composite
Value (4)
FY 2025-26
Maximum
Tax (5)
Projected FY
2025-26
Special Tax
Levy (5)(6) *
Allocable
Debt CFD
Bonds (7)(8)
% of Total
CFD
Bonded
Debt (8)
Overlapping
Debt (9)
Total Direct
&
Overlapping
Debt *
Average
Value to
Lien
Ratio *
Individual Homeowners - Completed Homes (10) 140 140 $80,438,552 $393,951 $393,951 $6,607,714 23.4% $371,346 $6,979,060 11.53 D.R. Horton (11)
Homes Completed 13 13 $6,754,000 $33,772 $33,772 $566,453 2.0% $33,135 $599,588 11.26 Homes Partially Completed (10) 13 13 3,237,000 33,772 33,772 566,453 2.0% 23,602 590,055 5.49 Finished Lots 8 8 1,304,000 20,783 20,783 348,587 1.2% 14,524 363,111 3.59 Partially Improved Lots (C-20) MDR 77 77 11,858,000 200,033 200,033 3,355,147 11.9% 19,720 3,374,867 3.51 Subtotal 111 111 $23,153,000 $288,360 $288,360 $4,836,640 17.0% $90,980 $4,927,620 4.70 Woodside
Homes Completed 5 5 $3,362,600 $16,507 $16,507 $276,872 1.0% $8,028 $284,900 11.80 Homes Partially Completed (11) 34 34 10,268,000 112,248 112,248 1,882,731 6.7% 27,108 1,909,839 5.38 Finished Lots 47 47 9,870,000 155,167 155,167 2,602,599 9.2% 40,392 2,642,991 3.73 Subtotal 86 86 $23,500,600 $283,922 $283,922 $4,762,202 16.9% $75,528 $4,837,730 4.86 Lennar Homes (12)
Homes Partially Completed (10) 33 33 9,768,000 108,947 108,947 1,827,357 6.4% 73,934 1,901,291 5.14 Finished Lots 9 9 1,836,000 29,713 29,713 498,370 1.8% 20,164 518,534 3.54 Subtotal 42 42 $11,604,000 $138,660 $138,660 $2,325,727 8.2% $94,098 $2,419,825 4.80 Meritage
Homes Partially Completed 22 22 $5,894,200 $57,152 $57,152 $958,613 3.4% $48,732 $1,007,344 5.85 Finished Lots 6 6 1,554,000 15,587 15,587 261,440 0.9% 10,198 271,638 5.72 Subtotal 28 28 $7,448,200 $72,739 $72,739 $1,220,053 4.3% $58,930 $1,278,983 5.82 Master Developer - Partially Improved Lots
C-6 (LDR) 48 48 $8,832,000 $158,468 158,468 $2,657,973 9.4% $18,130 $2,676,103 3.30 C-7 (LDR) 74 74 14,652,000 244,305 244,305 4,097,709 14.5% 31,282 4,128,991 3.55 C-8 (LDR) 32 32 5,888,000 105,645 105,645 1,771,982 6.3% 3,755 1,775,737 3.32 Subtotal 154 154 $29,372,000 $508,418 $508,418 $8,527,664 30.2% $53,167 $8,580,831 3.42

Total 561 561 $175,516,352 $1,686,050 $1,686,050 $28,280,000 100.0% $744,049 $29,024,049 6.05

Footnotes Follow on Next Page

54 * Preliminary, subject to change.
(1) Ownership as of 9-20-24 (Woodside, D.R. Horton, Lennar Homes and their homes sold to Individual Owners); 9-20-24 (Master Developer) and 9-26-24 (Meritage and its homes sold to Individual Owners). (2) Development status as of 9-20-24 (Woodside, D.R. Horton, Lennar Homes and their homes sold to Individual Owners); 9 -20-24 (Master Developer) and 9-26-24 (Meritage and its homes sold to Individual Owners). (3) Land Use and planned number of taxable residential units per the Improvement Area's Special Tax Formula. (4) Composite Value represents Appraised Values as of September 20 , 2024 or July 1, 2024 Assessed Values. Existing single -family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued using Assessed Value. (5) Maximum Tax refers to Maximum Annual Facilities Special Tax. Special Tax and Projected Special Tax Levy refer to Special Fac ilities Tax. (6) The Projected FY 2025-26 Special Tax Levy assumes a levy at 100% of the Maximum Tax to generate direct facility funding through Pay -As-You Go. (7) Represents the outstanding balance of the 2023 Bonds of $14,280,000 together with the estimated par amount of the 2024 Bonds. (8) This table allocates the CFD Bonded Debt based upon each parcel's share of the Improvement Area's Fiscal Year 2025- 26 Maximum Special Tax. (9) Represents the overlapping debt liens of the Improvement Area's parcels as of October 1, 2024 as summarized under "Table 9 Direct and Overlapping Tax and Assessment Debt" from the overlapping debt report prepared by California Municipal Statistics, Inc. in direct charges related to PACE liens secured by Special Taxes were levied onto th e Improvement Area's parcels in FY 2024-25. (10) A partially completed home represents a single family lot upon which a building permit has been issued together with construc tion towards the completion of either the structure's footings or more. (11) Includes 59 partially-improved MDR lots within Village C-20 owned Hearthstone, D.R. Horton's landbank. (12) Includes 24 Partially Completed Homes and 9 Improved Lots owned by Lennar Homes' landbank, AG EHC II (LEN) CA 2, L.P.

Sources: Ownership and Development Status - Appraiser, Master Developer and Developers; Appraised Value - Integra Realty Resources, Inc.; Assessed Values - Placer County; Land Use and Number of Units - Special Tax Formula; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Facilities Special Tax - Willdan Financial Services.

55 Stratification of Value to Lien Ratios. The following table sets forth ranges of value to lien ratios, based on composite values, maximum Special Taxes for Fiscal Year 2025- 26, and allocable debt in Improvement Area No. 2, based on the assumptions detailed therein.

Table 7
Summary Value to Lien Ratios by Range
CFD Debt Allocated by Maximum Special Tax

Value-to-Lien Ratio Range *
No. of
Parcels
Planned
Units (1)
Composite
Value (2)
FY 2025-26
Maximum
Tax (3)
Projected
FY 2025-26
Special
Tax Levy
(3)(4) *
Allocable
Debt CFD
Bonds (5)(6) *
%
Allocated
CFD
Bonded
Debt (6)
Overlapping
Debt (7)
Total Direct
&
Overlapping
Debt *
Average
Value-to-
Lien
Ratios *
10:1 to 12.99:1 146 146 $85,034,652 408,130 408,130 $6,845,552 24.2% 351,893 7,197,445 11.81 6:1 to 9.99:1 13 13 5,975,700 38,697 38,697 649,061 2.3 67,511 716,572 8.34 5:1 to 5.99:1 107 107 30,266,000 325,109 325,109 5,453,021 19.3% 176,677 5,629,698 5.38 3:1 to 3.99:1 295 295 54,240,000 914,114 914,114 15,332,366 54.2% 147,968 15,480,334 3.50 Total 561 561 $175,516,352 $1,686,050 $1,686,050 $28,280,000 100.0% $744,048 $29,024,049 6.05

* Preliminary, subject to change.
(1) Planned number of taxable residential units per the Improvement Area's Special Tax Formula. (2) Composite Value represents the Appraised Values as of September 20 , 2024 or the July 1, 2024 Assessed Values. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued above using Assessed Value. (3) Maximum Tax refers to Maximum Annual Facilities Special Tax. Special Tax and the Projected Special Tax Levy refer to Special Facilities Tax. (4) The Projected FY 2025-26 Special Tax Levy assumes a levy at 100% of the Maximum Tax to generate direct facility funding through Pay-As-You Go. (5) Represents the outstanding balance of the 2023 Bonds of $14,280,000 together with the estimated par amount of the 2024 Bonds. (6) This table allocates the CFD Bonded Debt based upon each parcel's share of the Improvement Area's Fiscal Year 2025-26 Maximum Special Tax. (7) Represents the overlapping debt liens of the Improvement Area parcels as of October 1, 2024 as summarized under "Table 9 Direct and Overlapping Tax and Assessment Debt" from the overlapping debt report prepared by California Municipal Statistics, Inc. No direct charges related to PACE liens secured by Special Taxes were levied onto the Improvement Area parcels in FY 2024-25.

Sources: Number of Planned Units - Special Tax Formula; Appraised Values - Integra Realty Resources, Inc.; Assessed Values - Placer County; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Special Tax - Willdan Financial Services.

56 Special Tax Collections and Delinquencies

Fiscal Year 2023-24 was the first year in which the Special Tax was levied in Improvement Area No. 2. The following table shows a history of collections and delinquencies.

Table 8
Special Tax Collections and Delinquencies

As of June 11, 2024
Fiscal Year (1)
Annual
Special
Taxes
Levied
No. of
Parcels
Levied Amount Delinquent
No. of
Parcels
Delinquent
Percent
Levy
Delinquent
2023-24 $939,637 361 $0 0 0.00%

(1) Fiscal year 2023-24 was the District's first Special Tax levy.

Source: Placer County Tax Collector, compiled by Willdan Financial Services

Overlapping Liens and Priority of Lien

The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within Improvement Area No. 2, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area No. 2. Such lien is co -equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area No. 2 . The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 2.

Set forth below is an overlapping debt table showing the existing direct and overlapping tax and assessment debt payable with respect to property within Improvement Area No. 2. This table is taken from information prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. In addi tion to bonded debt, property in Improvement Area No. 2 is also subject to special taxes authorized to be levied on behalf of the City’s Creekview Community Facilities District No. 2 (Public Services) and Community Facilities District No. 3 (Municipal Services) for municipal services, which districts provide for escalating annual special taxes on residential property.

57 Table 9
Summary of Overlapping Debt
As of October 1, 2024

2024-25 Assessed Valuation: $63,213,347

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 10/1/24 Sierra Joint Community College District SFID No. 4 General Obligation Bonds 0.066% $ 125,200 Roseville Joint Union High School District General Obligation Bonds 0.149 138,214 Roseville Joint Union High School District SFID No. 1 General Obligation Bonds 0.740 465,281 Roseville City School District General Obligation Bonds 0.245 15,354 City of Roseville Creekview Community Facilities District No. 1, I.A. 2 100.000 14,280,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $15,024,049

OVERLAPPING GENERAL FUND DEBT:

Placer County Certificates of Participation 0.057% $ 43,673 Sierra Joint Community College District Certificates of Participation 0.044 177 Roseville Joint Union High School District Certificates of Participation 0.149 88,435 Roseville City School District General Fund Obligations 0.245 13,412 Placer Mosquito and Vector Control District Certificates of Participation 0.057 722 City of Roseville Certificates of Participation 0.188 25,140 TOTAL OVERLAPPING GENERAL FUND DEBT $171,559

COMBINED TOTAL DEBT $15,195,608 (2)

Ratios to 2024-25 Assessed Valuation:

Direct Deb ($14,280,000) ................................................... 22.59% Total Direct and Overlapping Tax and Assessment Debt ..... 23.77% Combined Total Debt ........................................................... 24.04% ____________________
(1) Excludes the 2024 Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and non-bonded capital lease obligations.

Sources: California Municipal Statistics, Inc.

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

Private liens, such as deeds of trust securing loans obtained by the Master Developer or Merchant Builders, may be placed upon property in Improvement Area No. 2 at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes.

58 Estimated Overall Tax Burden

The following table shows the estimated overall tax burden for representative single- family residential homes in Improvement Area No. 2 (both LDR and MDR types), for Fiscal Year 2024-25.

Table 10
Estimated Overall Tax Burden

Net Taxable Value MDR LDR
Projected Assessed Value - Representative Homes (1) $595,000 $780,000 Less: Homeowner's Exemption (7,000) (7,000)
Net Taxable Value $588,000 $773,000

FY 2024-25 Ad Valorem Property Taxes (2) Rate Taxes Taxes Base Property Tax 1.000000% $5,880 $7,730
Sierra Coll SFID #4 B&I 2018 Series A 0.002319% 14 18
Sierra Coll SFID #4 B&I 2018 Series B 0.001670% 10 13
Sierra Coll SFID #4 B&I 2018 Series C 0.008469% 50 65
Rsvl City Elem B&I 2002 Series A Non Refunding 0.004726% 28 37 Rsvl City Elem B&I 2002 Series A&B Ref 2011 0.003498% 21 27 Rsvl High B&I 1992 0.001757% 10 14
Rsvl High B&I 2004 Series C Non Refunding 0.005442% 32 42 Rsvl High B&I 2008 SFID #1 11A Ref 2016B 0.004304% 25 33 Rsvl High B&I 2008 SFID #1 Series 2017 0.005047% 30 39
Rsvl High B&I 2008 SFID #1 Series 2018 0.021419% 126 166 Rsvl High B&I 2008 SFID #1 Series 2019 0.000893% 5 7
Rsvl High B&I 2016 Series A 0.002696% 16 21
Rsvl High B&I 2016 Series B 0.005030% 30 39
Rsvl High B&I 2016 Series C 0.001222% 7 9
Total FY 2024-25 Ad Valorem Property Tax Rate 1.068492% $6,283 $8,259

Direct Charges (3) Charges Charges
Placer County Mosquito & Vector (4) $6 $6
City of Roseville, Creekview CFD # 1 (Public Facilities) (5) 2,547 3,237 City of Roseville, Creekview CFD # 2 (Public Services (6) 673 587 City of Roseville CFD 3 (Municipal Services) (7) 321 549 Total Direct Charges $3,548 $4,380

Total Projected Taxes and Direct Charges $9,831 $12,639

Total Effective Projected Tax Rate 1.65% 1.62%

(1) Values of Representative MDR and LDR Homes from the Ability to Pay section of the Appraisal Report. (2) Based upon the 2024-25 Ad Valorem Property Tax Rates for TRA 005-073. Subject to change in subsequent years. (3) Projected Direct Charges include Parcel Charges, Fees, Assessments and Special Taxes not determined by assessed value; amounts assume no optional PACE related Special Taxes.
(4) Equal to FY 2024-25 mosquito & vector charges applied to sample homes within the Improvement Area. (5) Equal to the applicable Maximum Public Facilities Special Tax for FY 2024-25. (6) Equal to the Maximum Public Services Special Tax for FY 2024-25. (7) Equal to the Maximum Municipal Services Special Tax for FY 2024-25.

Sources: Aggregate FY 2024-25 Ad Valorem Tax Rate, TRA 005-073 - Placer County Resolution 2024-162; Individual Ad Valorem Tax Rates - 2024-25 County Property Tax Bill, APN 496-680-069; Mosquito & Vector charges - Placer County Tax Collector; Projected Assessed Values of Representative Homes - Integra Realty Resources, Inc; Maximum Special Tax Rates, Roseville CFD Nos. 1, 2 and 3 - Willdan Financial Services.

59 SPECIAL RISK FACTORS

The purchase of the 2024 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation of the City to Pay Debt Service

The City has no obligation to pay principal of and interest on the 2024 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the 2024 Reserve Account of the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2024 Bonds . The 2024 Bonds are not general obligations of the City but are limited obligations of the City, payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the 2024 Reserve Account of the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2024 Bonds will be limited to the Special Tax to be collected within Improvement Area No. 2.

Concentration of Ownership

Land in Improvement Area No. 2 is primarily owned by the Merchant Builders (or a related land bank entity). No assurance can be given that the Merchant Builders will complete homes on the lots that they purchase and sell the lots to individual homeowners on the timeline projected in this Official Statement or at all.

Owners of property are not personally obligated to pay the Special Tax attributable to their property. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner to pay. If the value of the property is not sufficient, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the 2024 Bonds have no recourse against the owner, such as filing a lawsuit to collect money.

Failure of any of the Merchant Builders or any other future owner of significant property subject to the Special Taxes in Improvement Area No. 2 to pay installments of Special Taxes when due could cause the depletion of amounts in the 2024 Reserve Account of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to timely pay debt service on the 2024 Bonds . In that event, there could be a delay or failure in payments on the 2024 Bonds . See “ – Bankruptcy and Foreclosure Delays” below and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”

Appraised Values

The Appraisal summarized in APPENDIX B estimates the market value of certain taxable property within Improvement Area No. 2 . This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The City has not sought the present opinion of any other appraiser of the value of the taxed parcels . A different present opinion of value might be rendered by a different appraiser.

60 The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information.

In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, in addition to hypothetical conditions, as set forth in the Appraisal (see APPENDIX B hereto). Some of the improvements to be financed by the 2024 Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place)

In addition, the opinion is a present opinion of the Appraiser as of the indicated date of value.

It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the appraised property in Improvement Area No. 2 could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes.

Property Values and Property Development

The value of the taxable property within Improvement Area No. 2 is a critical factor in determining the investment quality of the 2024 Bonds. If a property owner defaults in the payment of the Special Tax, the City may bring an action to foreclose on the delinquent property in an attempt to obtain funds with which to pay debt service on the 2024 Bonds. Land development and land values could be adversely affected by economic and other factors beyond the City’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

The Appraisal information included as APPENDIX B sets forth certain assumptions of the Appraiser in estimating the market value of the property within Improvement Area No. 2 as of the date indicated. No assurance can be given that the land values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See “Appraised Values” above.

Neither the City nor the Underwriter has evaluated development risks. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluat ion with respect to any particular parcel, the City is issuing the 2024 Bonds without regard to any such evaluation. Thus, the issuance of the 2024 Bonds in no way implies that the City or the Underwriter has evaluated these risks or the reasonableness of these risks. The following is a discussion of specific risk factors that could affect the timing or scope of property development in Improvement Area No. 2 or the value of property in Improvement Area No. 2.

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

First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the 2024 Bonds should it be necessary for the City to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes.

Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the 2024 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 – Value to Special Tax Burden Ratios.” No assurance can be given that the proposed development within Improvement Area No. 2 will be completed, and in assessing the investment quality of the 2024 Bonds , prospective purchasers should evaluate the risks of noncompletion.

Neither the Master Developer nor the Merchant Builders provide any assurances to the City that the project will be developed or that sources of financing that will actually be available will be sufficient to complete the currently projected development. N either the Master Developer nor the Merchant Builders have any obligation to the City or to owners of the 2024 Bonds to complete the project overall or their particular developments therein.

Risks of Real Estate Investment Generally. Continuing development of land within Improvement Area No. 2 may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Development in Improvement Area No. 2 may also be affected by development in surrounding areas, which may compete with development in Improvement Area No. 2. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within Improvement Area No. 2 will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within Improvement Area No. 2 will not be adversely affected by these risks.

Natural Disasters. The value of the parcels in Improvement Area No. 2 in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in Improvement Area No. 2 and the continued habitability and enjoyment of such private improvements.

For example, the areas in and surrounding Improvement Area No. 2, like those in much of California, may be subject to earthquakes or other unpredictable seismic activity, however, Improvement Area No. 2 is not located in a seismic special studies zone.

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although the land in Improvement Area No. 2 is not in a high- risk area (or a special fire hazard severity zone) for wildfires, landslides, floods, or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or

62 replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.

Drought. California has been subject to droughts from time- to-time in the past. Although the City does not believe any future drought would impact development in Improvement Area No. 2, no assurances can be given in this regard.

The City employs a portfolio approach to its water supplies which includes the use of surface water, groundwater and recycled water. This portfolio approach is designed to provide a more reliable water supply. Surface water is the City’s primary water supply which is delivered from the Folsom Reservoir under contracts with the Bureau of Reclamation and the Placer County Water Agency. The City also uses groundwater to supplement its surface water supplies during emergency and drought conditions. These ground water wells are designated to accommodate Aquifer Storage and Recovery (“ASR”). The City’s ASR program allows for the storage of treated surface water in the groundwater basin through direct injection through the ASR wells. This water can be extracted later from the same wells for use during emergency or drought conditions. This w ater “banking” allows the City to use groundwater without significant impact to the ground water table when surface water supplies are limited. The City also uses recycled water generated from its wastewater treatment facilities for irrigation purposes in commercial landscaping, public rights-of way, parks and golf courses. The use of recycled water reduces the demand for treated water for these purposes and leaving more for domestic use. However, no assurance can be given that a future drought affecting homes in Improvement Area No. 2 would not result in decreased values.

The City indicates it has adequate surface water and groundwater supplies to satisfy the planned development of property in Improvement Area No. 2 in accordance with applicable law and regulations. However, in the event that the City’s water supply is severely limited or cut off by virtue of future actions beyond its control resulting from ongoing or future drought conditions, development within Improvement Area No. 2 may be delayed or even stopped. The Development Agreement provides that should the City need to restrict development it must do so City-wide and cannot single out the Creekview property in restricting development activity. Any reduction or interruption in the water supply would also likely cause a reduction in the land value and thus a reduction in the security in the event of a need to foreclose on land within Improvement Area No. 2 following a delinquency in the payment of Special Taxes.

Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewi de tax and governmental spending limitation measures. Development in Improvement Area No. 2 may also be adversely affected by the application of laws protecting endangered or threatened species.

Hazardous Substances. Any discovery of a hazardous substance detected on property within Improvement Area No. 2 would affect the marketability and the value of some or all of the property in Improvement Area No. 2 . In that event, the owners and operators of a parcel within Improvement Area No. 2 may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well -known and widely applicable of these laws.

California laws with regard to hazardous substances are also applicable to property within Improvement Area No. 2 and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance.

63 The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to r emedy the condition just as is the seller.

The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within Improvement Area No. 2 by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel.

Although the City is not aware that the owner (or operator) of any of the property within Improvement Area No. 2 has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area No. 2 resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified.

Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within Improvement Area No. 2 that is realizable upon a foreclosure sale.

Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. Although the Master Developer believes that no federally listed endangered or threatened species would be affected by the proposed development within Improvement Area No. 2, other than any that are permitted by the entitlements already received (which allow for the impact of development and specify the mitigation required), the discovery of an endangered plant or animal could delay development of vacant property in Improvement Area No. 2 or reduce the value of undeveloped property.

Levy and Collection of Special Taxes

General. The principal source of payment of principal of and interest on the 2024 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within Improvement Area No. 2.

Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the Maximum Annual Facilities Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2024 Bonds.

In addition to the Maximum Annual Facilities Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities 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 2024 Bonds.

64 No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, ther e will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the 2024 Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels.

Property Tax Delinquencies . Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “ – Tax Delinquencies” below. There is currently no history of tax levies in Improvement Area No. 2.

Delays Following Special Tax Delinquencies and Foreclosure Sales . The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes.

Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2024 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the 2024 Reserve Account of the Reserve Fund is depleted. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”

The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within Improvement Area No. 2. See “ – FDIC/Federal Government Interests in Properties” below.

Roseville City CouncilNovember 20, 2024

Roseville City Council
November 20, 2024