Item 33 2024-01922 Agreements Pertaining to the City of Sacramento Greenbriar Community Facilities District No. 2018 03 (Improvements) Improvement Area No. 2 Special Tax Bonds, Series 2024 (Two Thirds Vote Required Waiving the 10 day Posting Requirement) and Authorize the Issuance of the City of Sacramento Greenbriar Community Facilities District No. 2018 03 (Improvements) Improvement Area No. 2 Special Tax Bonds, Series 2024 and Related Actions — Sacramento City Council, December 3, 2024 (part 2 of 5)

The Act requires the subdivider (or its agent or representative) of a subdivision to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit subject to a special tax under the Act of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

Special Tax Collections
Under provisions of the Act, the Special Tax, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, will be billed to the properties within Improvement Area No. 2 on the regular ad valorem property tax bills sent to owners of such properties by the County Tax Collector. The Act currently provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem property tax installments.

See “SOURCES OF PAYMENT FOR THE BONDS — Special Tax — Foreclosure Covenant” for a discussion of the provisions which apply, and procedures which the City is obligated to follow under the Indenture, in the event of delinquencies in the payment of the Special Tax. See “— Bankruptcy and Foreclosure” for a discussion of the policy of the Federal Deposit Insurance Corporation regarding the

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payment of special taxes and assessment and limitations on the City’s ability to foreclosure on the lien of the Special Tax in certain circumstances.

FDIC/Federal Government Interests in Properties
General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”
This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to the Special Tax within Improvement Area No. 2 but does not pay taxes and assessments levied on the parcel (including the Special Tax), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquencies in the payment of the Special Tax, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Tax and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

The City has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Tax within Improvement Area No. 2, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding.

FDIC. If any financial institution making any loan which is secured by real property within Improvement Area No. 2 is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid amounts of the Special Tax may be limited. The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

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The Policy Statement states that the FDIC generally will not pay non-ad valorem property taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. The special taxes imposed under the Act and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit has issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agency, is exempt from special taxes under the Act.

The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of the Special Tax on a parcel within Improvement Area No. 2 in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Tax to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the Bond Reserve Fund and perhaps, ultimately, if enough property were to become owned by the FDIC, a default in payment on the Bonds.

Bankruptcy and Foreclosure
Bankruptcy, insolvency and other laws generally affecting creditors’ rights could adversely impact the interests of owners of the Bonds. The payment of property owners’ taxes and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax pursuant to its covenant to pursue judicial foreclosure proceedings may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. See “SOURCES OF PAYMENT FOR THE BONDS— Special Tax—Foreclosure Covenant.” In addition, the prosecution of a foreclosure could be delayed due to many reasons, including crowded local court calendars or lengthy procedural delays.

Although a bankruptcy proceeding would not cause the Special Tax to become extinguished, the amount of any Special Tax lien could be modified if the value of the property falls below the value of the lien.

If the value of the property is less than the lien, such excess amount could be treated as an unsecured claim by the bankruptcy court. In addition, bankruptcy of a property owner could result in a delay in prosecuting Superior Court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of delinquent Special Tax installments and the possibility of delinquent Special Tax installments not being paid in full.

On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on the property.

Although the court upheld the priority of unpaid taxes imposed before the bankruptcy petition, unpaid taxes imposed after the filing of the bankruptcy petition were declared to be “administrative expenses” of the bankruptcy estate, payable after all secured creditors. As a result, the secured creditor was able to foreclose on the property and retain all the proceeds of the sale except the amount of the pre-petition taxes.

The Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) included a provision which excepts from the Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state if such tax comes due after the filing of the petition [by a debtor in bankruptcy court].” This amendment effectively makes the Glasply holding inoperative as it relates to ad valorem real property taxes. However, it is possible that the original rationale of the Glasply ruling could still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings.

According to the court’s ruling, as administrative expenses, post-petition taxes would be paid, assuming that the debtor had sufficient assets to do so. In certain circumstances, payment of such

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administrative expenses may be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise), it would at that time become subject to current ad valorem taxes.

The Act provides that the Special Tax is secured by a continuing lien which is subject to the same lien priority in the case of delinquency as ad valorem property taxes. No case law exists with respect to how a bankruptcy court would treat the lien for the Special Tax levied after the filing of a petition in bankruptcy court. Glasply is controlling precedent on bankruptcy courts in the State. If the Glasply precedent was applied to the levy of the Special Tax, the amount of the Special Tax received from parcels whose owners declare bankruptcy could be reduced.

The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally.

No Acceleration Provision
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Indenture or in the event interest on the Bonds becomes included in gross income for federal income tax purposes. Pursuant to the Indenture, the Trustee is given the right for the equal benefit and protection of all Holders of the Bonds similarly situated to pursue certain remedies described in APPENDIX E — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Events of Default and Remedies.”
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” interest on the Bonds could be included in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Indenture with respect to compliance with certain provisions of the Internal Revenue Code of 1986. Should such an event of taxability occur, the Bonds are not subject to early redemption and will remain outstanding until maturity or until redeemed under the redemption provisions contained in the Indenture.

Limited Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Although the City has committed to provide certain statutorily required financial and operating information, there can be no assurance that such information will be available to Holders on a timely basis. See “CONTINUING DISCLOSURE.” Any failure to provide annual financial information, if required, does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the Bonds or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.

Proposition 218
An initiative measure commonly referred to as the “Right to Vote on Taxes Act” (the “Initiative”) was approved by the voters of the State at the November 5, 1996 general election. The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the “Title and Summary” of the Initiative prepared by the California Attorney General, the Initiative limits “the authority of local governments to impose taxes and property-related assessments, fees and charges.” The provisions of the Initiative as they

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may relate to community facilities district are subject to interpretation by the courts. The Initiative could potentially impact the Special Tax available to the City to pay the principal of and interest on the Bonds as described below.

Among other things, Section 3 of Article XIIIC states that “. . . the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge.” The Act provides for a procedure which includes notice, hearing, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, a bill was signed into law by the Governor of the State enacting Government Code Section 5854, which states that:
“Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I of the United States Constitution.” Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred on the voters the power to repeal or reduce the Special Tax if such reduction would interfere with the timely retirement of the Bonds.

It may be possible, however, for voters or the City Council to reduce the Special Tax in a manner which does not interfere with the timely repayment of the Bonds, but which does reduce the maximum amount of the Special Tax that may be levied in any year below the existing levels. Furthermore, no assurance can be given with respect to the future levy of the Special Tax in amounts greater than the amount necessary for the timely retirement of the Bonds. Therefore, no assurance can be given with respect to the levy of the Special Tax for Expenses.

The interpretation and application of Article XIII C and Article XIII D will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See “SPECIAL RISK FACTORS — Limitations on Remedies.” Litigation with Respect to Community Facilities Districts Shapiro. The California Court of Appeal, Fourth Appellate District, Division One, issued its opinion in City of San Diego v. Melvin Shapiro (2014) 228 Cal.App.4th 756 (the “San Diego Decision”). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego (“San Diego”). The CCFD is a financing district much like a community facilities district established under the provisions of the Act. The CCFD is comprised of all of the real property in San Diego. However, the special tax to be levied within the CCFD was to be levied only on hotel properties located within the CCFD.

The election authorizing the special tax was limited to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel is located. Thus, the election was not a registered voter election. Such approach to determining who would constitute the qualified electors of the CCFD was modeled after Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed district whose property would be subject to the special tax. The Court held that the CCFD special tax election was invalid under the California Constitution because Article XIIIA,

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Section 4 thereof and Article XIIIC, Section 2 thereof require that the electors in such an election be the registered voters within the district.

Horizon. The Sacramento County Superior Court issued a ruling in Horizon Capital Investments, LLC v. City of Sacramento et al. (Case No. 34-2017-80002661) which as described below, involved an election to approve the levy of a special tax within a community facilities district (“CFD”) formed under the Act.

In 2017, the City initiated proceedings to form a CFD to finance certain costs to operate and maintain a streetcar line. As permitted by the Act, the proposed district included non-contiguous parcels of non- residential property. Because there were fewer than 12 registered voters residing within the territory of the proposed CFD, the City Council submitted the special tax proposed to be levied within the proposed CFD to the owners of land within the proposed CFD, as required by the Act. The proposed special tax received the requisite two-thirds vote in the landowner election.

Petitioners Horizon Capital Investments, LLC et al. filed a writ of mandate and complaint for reverse validation and declaratory relief. Petitioners argued, and the superior court agreed in its final ruling, that under section 4(a) of article XIII A of the California Constitution (which provides that “Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district [sic], may impose special taxes on such district…”) the phrase “qualified electors” means the registered voters of the entire City and not just the owners of the property within the boundaries of the proposed CFD. Citing the San Diego Decision, the ruling states that the phrase “qualified electors of the district” refers to the registered voters of the entity imposing the special tax, which in this case was the City. Because the vote within the proposed CFD was by landowners only and not by all registered voters in the City, the final ruling states that the special tax is invalid.

The superior court’s final ruling is not binding upon other courts within the State and does not directly apply to Improvement Area No. 2, the Special Tax, or the Bonds. Although the City disagrees with the final ruling on a number of grounds, the City decided not to appeal.

The Special Tax Elections in Improvement Area No. 2. With respect to the San Diego Decision, the facts of such case show that there were thousands of registered voters within the CCFD (viz., all of the registered voters in San Diego). The elections held in Improvement Area No. 2 had less than 12 registered voters at the time of the election to authorize the Special Tax. In the San Diego Decision, the court expressly stated that it was not addressing the validity of landowner voting to impose special taxes pursuant to the Act in situations where there are fewer than 12 registered voters. Thus, by its terms, the court’s holding in the San Diego Decision does not apply to the Special Tax election in Improvement Area No. 2. Moreover, Section 53341 of the Act provides that any “action or proceeding to attack, review, set aside, void or annul the levy of a special tax…shall be commenced within 30 days after the special tax is approved by the voters.” Similarly, Section 53359 of the Act provides that any action to determine the validity of bonds issued pursuant to the Act be brought within 30 days of the voters approving the issuance of such bonds. The petitioners in Horizon filed the writ of mandate within 30 days of the landowner election. Landowners in Improvement Area No. 2 approved the Special Tax to be levied in accordance with the Second Amended Rate and Method on January 16, 2024. Based on Sections 53341 and 53359 of the Act and analysis of existing laws, regulations, rulings, and court decisions, the City believes that no successful challenge to the Special Tax being levied in accordance with the Second Amended Rate and Method may now be brought.

Ballot Initiatives
Articles XIII A, XIII B, XIII C and XIII D were adopted pursuant to measures qualified for the ballot pursuant to California’s constitutional initiative process and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provisions for particular activities. On March 6, 1995, in the case of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the

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referendum requirements does not apply to initiatives. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the legislature. The adoption of any such initiative or legislation might place limitations on the ability of the State, the City, or local districts to increase revenues or to increase appropriations or on the ability of the Developer, Lennar Homes and any future builders to complete the remaining proposed development within Improvement Area No. 2.

Limitations on Remedies
Remedies available to the owners of the Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds or to preserve the tax-exempt status of interest on the Bonds.

Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditor’s rights, by equitable principles and by the exercise of judicial discretion and by limitations on remedies against public agencies in the State of California. The Bonds are not subject to acceleration. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the owners.

Potential Early Redemption of Bonds from Prepayments or Community Facilities District Bond Proceeds
The Developer, Lennar Homes and any future individual property owner, are permitted to prepay the Special Tax obligation on their property at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping community facilities district. Such prepayments will result in a redemption of the Bonds on the Interest Payment Date for which timely notice may be given under the Indenture following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. See the caption “THE BONDS—Redemption—Special Mandatory Redemption from Special Tax Prepayments.” Cyber Security
The City relies on computers and technology to conduct its operations. The City and its departments face cyber threats from time to time, including but not limited to hacking, viruses, malware, and other attacks on computers and other sensitive digital networks and systems. No assurances can be given that the City’s security and operational control measures will guard against all cyber threats and attacks. The results of any attack on the City’s computer and information-technology systems could adversely affect the City’s operations and damage its digital networks and systems, and potential losses from such attacks, as well as the costs of defending against future attacks, could be substantial. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of Special Tax and the Trustee. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners..

CONTINUING DISCLOSURE
City Continuing Disclosure
The City will execute a continuing disclosure certificate (the “Continuing Disclosure Certificate”) for the benefit of the Holders and Beneficial Owners of the Bonds to provide certain financial information and operating data relating to Improvement Area No. 2 and to provide notices of the occurrence of certain enumerated events (the “Listed Events”). The City, as the initial dissemination agent under the Continuing

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Disclosure Certificate, will file the City Reports and notices of Listed Events with EMMA. The specific nature of the information to be included in the City Reports and the notices of Listed Events is set forth in APPENDIX F — “FORM OF CITY CONTINUING DISCLOSURE CERTIFICATE.” The City will sign and deliver to the Underwriter the Continuing Disclosure Certificate to assist the Underwriter in complying with the Rule. The City will file the City Reports with EMMA no later than nine months after the end of the City’s fiscal year, which is currently June 30. The first Annual Report that will be due on March 31, 2025 will consist of this Official Statement and the City’s audited financial statements.

The City has previously entered into a number of continuing disclosure undertakings under the Rule in connection with the issuance of long-term obligations and has provided annual financial information and event notices in accordance with those undertakings. Certain continuing disclosure filings during the past five years were made after the required filing date, such as the City’s annual reports for one of the past five fiscal years with respect to a certain prior issue, and certain required information supplementing the City’s annual reports for certain prior issues (including the actuarial valuation reports for the Sacramento City Employees’ Retirement System and the City’s Public Employees’ Retirement System plans for two prior issues). The City did not file notices of late filings in the past five years. On two occasions, the City filed annual reports with tables determined later not to be entirely accurate. The City subsequently filed corrected tables.

The City believes it has established processes to ensure that in the future it will make its continuing disclosure filings as required.

The City is required to file certain financial statements with the City Reports. This requirement has been included in the Continuing Disclosure Certificate solely to satisfy the requirements of the Rule. The inclusion of this information does not mean that the Bonds are secured by any resources or property of the City other than as described in this Official Statement. See “SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS.” The list of significant events the City has agreed to report includes items that have absolutely no application whatsoever to the Bonds. These items have been included in the list solely to satisfy the requirements of the Rule. Thus, any implication from the inclusion of these items in the list to the contrary notwithstanding, there are no credit enhancements applicable to the Bonds and there are no credit or liquidity providers with respect to the Bonds.

Developer and Lennar Homes Continuing Disclosure
To provide updated information with respect to the development within Improvement Area No. 2, the Developer and Lennar Homes will each execute a Continuing Disclosure Certificate (each a “Property Owner Continuing Disclosure Certificate”), and will covenant to provide the Developer Reports semi-annually not later than March 31 and September 30 of each year beginning March 31, 2025, until satisfaction of certain conditions set forth in its Property Owner Continuing Disclosure Certificate. The Developer Reports provided by the Developer and Lennar Homes will contain updates regarding the development of the property that they each own within Improvement Area No. 2 as outlined in Section 4 of each Property Owner Continuing Disclosure Certificate attached as Appendix G. In addition to the Developer Reports, the Developer and Lennar Homes will agree to provide notices of certain events set forth in the Property Owner Continuing Disclosure Certificates.

Developer Continuing Disclosure Compliance. It is expected that individuals with Integral Communities will be responsible for preparing and filing the Developer Reports and event notices required by the Developer’s Property Owner Continuing Disclosure Certificate. Integral Communities and its affiliates have entered into previous continuing disclosure undertakings in connection with the issuance of municipal bonds in the last five years. To the actual knowledge of the Developer, Integral Communities and its affiliates have not failed in any material respect to comply with any previous undertaking to provide periodic continuing disclosure reports or notices of material events with respect to community facilities districts or assessment districts in California within the past five years.

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Lennar Homes Continuing Disclosure Compliance. To the actual knowledge of Lennar Homes, other than as disclosed in this Official Statement, in the last five years, Lennar Homes has not failed to comply in any material respects with its previous continuing disclosure undertakings, specifically regarding its requirement to provide developer periodic reports or to provide notice of occurrence of enumerated events. However, (i) in connection with the $16,780,000 California Municipal Finance Authority Special Tax Revenue Bonds BOLD Program Series 2020B, Lennar Homes inadvertently failed to file the initial semi- annual report by the due date of May 1, 2021, but filed a curative report on May 21, 2021; and (ii) in connection with the $5,795,000 City of Rancho Cordova Grantline 208 Community Facilities District No. 2018-1 Special Tax Bonds, Series 2021B, Lennar Homes inadvertently failed to file the initial annual report by the due date of April 1, 2022, but filed a curative report on September 21, 2022.

TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 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.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Tax Code that must be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes.

The City has made certain representations and covenants in order to comply with each such requirement.

Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes.

If the initial offering price to the public at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond.

The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year

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over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds.

California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date.

Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above.

Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts.

Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the City, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The City has covenanted, however, to comply with the requirements of the Tax Code.

Bond Counsel’s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the Beneficial Owners regarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the City and its appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the City legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Bonds, and may cause the City or the Beneficial Owners to incur significant expense.

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LEGAL MATTERS
The validity of the Bonds and certain other legal matters are subject to the approving opinion of Jones Hall, A Professional Law Corporation, Bond Counsel to the City. A complete copy of the proposed form of Bond Counsel opinion is attached hereto as Appendix C. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the City by the Office of the City Attorney.

Stradling Yocca Carlson & Rauth LLP, is serving as Disclosure Counsel to the City.

ABSENCE OF LITIGATION
In connection with the issuance of the Bonds, the Office of the City Attorney will deliver an opinion to the effect that, to its actual knowledge as of the date of delivery of the Bonds, the City has not been served with process in, and has not been overtly threatened with, any action, suit, proceeding, inquiry or investigation before or by any court, public board or body (a) that contests in any way the completeness or accuracy of this Official Statement; (b) that seeks to contest the validity of the Special Tax or to restrain or enjoin the collection of the Special Tax; (c) in which an unfavorable decision, ruling or finding is likely to have a material adverse effect on the City’s ability to complete the transactions contemplated by the Bonds, the Indenture or this Official Statement; or (d) in which an unfavorable decision, ruling or finding is likely to have a material adverse effect on the validity or enforceability of the Bonds or the Indenture.

MUNICIPAL ADVISOR
Fieldman, Rolapp & Associates, Inc. (the “Municipal Advisor”) has acted as Municipal Advisor to the City in conjunction with the issuance of the Bonds. The Municipal Advisor has assisted in matters related to the planning, structuring, execution, and delivery of the Bonds. The Municipal Advisor will receive compensation non-contingent upon the sale and delivery of the Bonds. The Municipal Advisor has not audited, authenticated, or otherwise independently verified the information set forth in this Official Statement, or any other related information available, with respect to accuracy and completeness of disclosure of such information. Because of this limited participation, the Municipal Advisor makes no guaranty, warranty, or other representation with respect to the accuracy or completeness of this Official Statement, or any other matter related to this Official Statement.

NO RATING
The City has not made and does not contemplate applying to any rating agency for the assignment of a rating to the Bonds.

UNDERWRITING
The Bonds are being purchased by Piper Sandler & Co. The Underwriter has agreed to purchase the Bonds at a price of $_________, being $________ aggregate principal amount thereof, plus original issue premium of $________ and less Underwriter’s discount of $________. The purchase contract relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth in the purchase contract, the approval of certain legal matters by counsel and certain other conditions.

The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering prices stated on the inside cover page of this Official Statement. The offering prices may be changed from time to time by the Underwriter.

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FINANCIAL INTERESTS
The fees being paid to the Underwriter, Bond Counsel, Disclosure Counsel, the Trustee and Underwriter’s Counsel are contingent upon the issuance and delivery of the Bonds. The fees being paid to the Appraiser, the Market Absorption Consultant, the Municipal Advisor, and the Special Tax Consultant are not contingent upon the issuance and delivery of the Bonds. From time to time, Bond Counsel and Disclosure Counsel represent the Underwriter on matters unrelated to the Bonds and Underwriter’s Counsel represents the City on matters unrelated to the Bonds.

PENDING LEGISLATION
The City is not aware of any significant pending legislation which would have material adverse consequences on the Bonds or the ability of the City to pay the principal of and interest on the Bonds when due.

ADDITIONAL INFORMATION
So far as any statements made in this Official Statement involve matters of opinion, assumptions, projections, anticipated events or estimates, whether or not expressly stated, they are set forth as such and not as presentations of fact, and actual results may differ substantially from those set forth therein. Neither this Official Statement nor any statement that may have been made orally or in writing is to be construed as a contract with the Holders of the Bonds.

The summaries of certain provisions of the Bonds, statutes and other documents or agreements referred to in this Official Statement do not purport to be complete, and reference is made to each of them for a complete statement of their provisions. Copies are available for review by making requests to the City.

The appendices are an integral part of this Official Statement and must be read together with all other parts of this Official Statement.

The distribution of this Official Statement has been authorized by the City.

CITY OF SACRAMENTO
By:

City Treasurer

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APPENDIX A
IMPROVEMENT AREA NO. 2 OF THE

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03
(IMPROVEMENTS)

SECOND AMENDED AND RESTATED

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax authorized under the Mello-Roos Community Facilities Act of 1982 and applicable to each Assessor’s Parcel in Improvement Area No. 2 of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) will be levied and collected according to the tax liability the City determines through the application of the appropriate amount or rate for Taxable Property, as described below.

All of the property in Improvement Area No. 2, unless exempted by law or by Section G below, will be taxed for the purposes, to the extent, and in the manner herein provided.

A. DEFINITIONS
“Acre” means 43,560 square feet of land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map or, if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable Final Map or other map recorded at the County Recorder’s Office.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, set forth at California Government Code § 53311 through 53368.3.
“Administrative Expenses” means the actual or reasonably estimated costs related to administration of the CFD and Improvement Area No. 2, including but not limited to the following:
 Costs of computing the Special Tax and preparing the annual Special Tax collection schedules (whether by the City or its designee or both).
 Costs of collecting, auditing, dispersing, and accounting for the Special Tax (whether by the County, the City, or otherwise).
 Costs of remitting the Special Tax to the Trustee.
 Costs of the Trustee (including its legal counsel) in discharging its duties under the Indenture.  Costs to the City or its designee of complying with arbitrage-rebate requirements relating to Improvement Area No. 2.
 Costs to the City or its designee of complying with its or any obligated person’s disclosure requirements relating to any Bonds.
 Costs associated with preparing disclosure statements relating to Improvement Area No. 2.  Costs incurred in responding to public inquiries regarding the Special Tax.  Costs to the City or its designee related to any appeal of the Special Tax.

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 Costs associated with the release of funds from any escrow account relating to Improvement Area No. 2.
 Costs to the City of issuing Bonds through Improvement Area No. 2 if not recovered from proceeds of the Bonds.
 Amounts estimated to be advanced for any other administrative purposes, including but not limited to attorney’s fees and other costs related to collection of the Special Tax or to commencing and pursuing to completion any foreclosure in Improvement Area No. 2. “Administrator” means the City’s Special Districts Manager, his/her designee, or such other person or department as the City may designate to serve as Administrator of the CFD. “Airspace Parcel” means a parcel with an assigned Assessor’s Parcel Number that constitutes vertical space of the underlying land.
“Anticipated Park/School Site Property” means any Assessor’s Parcel that is expected to be dedicated in its entirety to the City or a public school district for use as a park or school, as identified in Attachment 3 hereto.

If a park or school site is expected on a portion of an Assessor’s Parcel that will be further subdivided to create the Assessor’s Parcel that will be dedicated for a park or school site, no portion of the master Assessor’s Parcel that will be further subdivided shall be designated as Anticipated Park/School Site Property unless and until the subdivision occurs and a separate Assessor’s Parcel is created for the park or school. If an Assessor’s Parcel that was anticipated to be a park or school site, as shown in Attachment 3, is no longer expected to be dedicated to be used for a park or school, and the Administrator is made aware of the change in the Assessor’s Parcel’s expected land use, such Assessor’s Parcel shall no longer be categorized as Anticipated Park/School Site Property. Once an Assessor’s Parcel of Anticipated Park/School Site Property has been dedicated to the City, school district, or other public agency, it shall thereafter be categorized as Public Property for purposes of this RMA.
“Assessor’s Parcel” means a lot or parcel (including an Airspace Parcel) that is shown on an Assessor’s Parcel Map and has an assigned Assessor’s Parcel Number. “Assessor’s Parcel Map” means an official map of the County Assessor designating lots or parcels by Assessor’s Parcel Number.
“Assessor’s Parcel Number” means the number assigned to an Assessor’s Parcel by the County Assessor for purposes of identification.
“Authorized Facilities” means the facilities and fees authorized to be funded through the CFD. “Base Special Tax” means, for Residential Units within each Village and for Taxable Non-Residential Property, the applicable Special Tax initially identified in Table 1 in Section C, as may be adjusted pursuant to Section D.
“Bonds” means any debt (as defined in the Act) that is related to Authorized Facilities and is issued, insured, or assumed through Improvement Area No. 2, whether in one or more series. “Building Permit” means a single permit or set of permits required to construct a residential or non- residential structure. If a permit is issued for a foundation, parking, landscaping, or other similar facility or amenity but a building permit has not yet been issued for the structure to be served by the facility or amenity, then the permit for the facility or amenity will not be considered a “Building Permit” for purposes of levying the Special Tax.

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“Capitalized Interest” means funds in any capitalized interest account available to pay debt service on Bonds. “CFD” means the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements). “CFD Update” means the date on which the Resolution of Change was adopted by the City Council. “City” means the City of Sacramento, California.
“City Council” means the Sacramento City Council.
“County” means the County of Sacramento, California.
“Developed Property” means, in any Fiscal Year, all Taxable Property, excluding Taxable HOA Property, Taxable Multi-Family Property, Taxable Welfare Exemption Property, and Taxable Public Property, for which a Building Permit was issued before June 1 of the preceding Fiscal Year. “Development Class” means, individually, Developed Property, Final Map Property, Undeveloped Property, Anticipated Park/School Site Property, Taxable HOA Property, Taxable Multi-Family Property, Taxable Welfare Exemption Property, and Taxable Public Property. “Exempt Non-Residential Property” means any Assessor’s Parcel of Non-Residential Property within the areas identified in Attachment 4 as exempt non-residential parcels. Notwithstanding the foregoing, if such property is developed as Single Family Residential Property, the exemption will no longer apply, and the City will determine the appropriate Maximum Special Tax for the Residential Units constructed on the property. “Exempt Property” means any of the following:
 Public Property, except as otherwise authorized by § 53317.3 or § 53317.5 of the Act and other than Taxable Public Property.
 HOA Property, other than Taxable HOA Property.
 Welfare Exemption Property, other than Taxable Welfare Exemption Property.  Multi-Family Property, other than Taxable Multi-Family Property.  Exempt Non-Residential Property.
 Assessor’s Parcels that are owned by a public utility and developed with an unoccupied facility.  Assessor’s Parcels that are subject to an easement or other instrument that precludes any use other than the use set forth in the easement.
“Expected Land Uses” means the number of Residential Units expected within Improvement Area No. 2 as of the CFD Update, as identified in Attachment 1 and as amended from time to time as set forth in this RMA. “Expected Maximum Special Tax Revenues” means the amount of annual revenue that would be available in Improvement Area No. 2 if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenues are shown in Attachment 1 of this RMA and may be changed due to prepayments in future Fiscal Years and/or pursuant to Section D below. “Final Map” means a final map or portion of a final map, approved by the City under the Subdivision Map Act (California Government Code § 66410 et seq.), that creates lots that do not need to be further subdivided

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prior to issuance of a Building Permit for a residential structure. “Final Map” does not include any large-lot subdivision map, Assessor’s Parcel Map, or subdivision map, or any portion of such a map, that does not create lots that are in their final configuration.
“Final Map Property” means, in any Fiscal Year, all Assessor’s Parcels of Taxable Property for which a Final Map had recorded prior to June 1 of the preceding Fiscal Year and which have not yet become Developed Property, excluding Taxable HOA Property, Taxable Multi-Family Property, Taxable Welfare Exemption Property, and Taxable Public Property.
“First Bond Sale” means issuance of the first series of Bonds secured, in whole or in part, by Special Taxes levied and collected from Assessor’s Parcels in Improvement Area No. 2. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “HOA Property” means any property within the boundaries of Improvement Area No. 2 that is owned in fee or by easement by a Homeowners Association, not including any such property that is located directly under a residential structure.
“Homeowners Association” means one or more homeowners association (including any master or sub- associations) that provide services to, and collect dues, fees, or charges from, owners of property within Improvement Area No. 2.
“Improvement Area No. 2” means Improvement Area No. 2 of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements). “Indenture” means the bond indenture, fiscal-agent agreement, trust agreement, resolution, or other instrument under which Bonds are issued, as amended or supplemented from time to time, and any instrument replacing, amending, or supplementing the same.
“Land Use Change” means a proposed or approved change to the Expected Land Uses within Improvement Area No. 2 after the CFD Update.
“Maximum Special Tax” means the Maximum Special Tax, determined in accordance with Sections C and D below, that can be levied in any Fiscal Year on any Assessor’s Parcel. “Multi-Family Property” means any property within the boundaries of Improvement Area No. 2 for which Building Permits were issued for construction of a residential structure with five or more residential units that are offered for rent to the general public and cannot be purchased by individual homebuyers. “Non-Residential Property” means, in any Fiscal Year, all Assessor’s Parcels of Developed Property within Improvement Area No. 2 that are not Single Family Residential Property. “Prepayment Parcel” means an Assessor’s Parcel for which the Prepayment Amount determined under Section H below has been partially or fully prepaid.
“Proportionately” means, for each Development Class, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Assessor’s Parcels assigned to the Development Class.
“Public Property” means any property within Improvement Area No. 2 that is owned by the City, the County, the State of California, the federal government, or other public agency, except that any property leased by a public agency to a private entity and subject to taxation under § 53340.1 of the Act will be taxed and classified

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in accordance with its use. Privately owned property will be considered Public Property if its development is otherwise constrained by public use and necessity through an easement, a lease, or a license. “Required Coverage” means the amount by which the Expected Maximum Special Tax Revenues must exceed debt service for the Bonds and required Administrative Expenses, as set forth in the Indenture, Certificate of Special Tax Consultant, or other CFD formation document or bond document that identifies the minimum required debt service coverage.
“Residential Unit” means a for-sale single-family-detached unit or an attached individual for-sale unit within a duplex, triplex, halfplex, fourplex, condominium, townhome, or live/work structure. A second unit (granny flat) that shares an Assessor’s Parcel with a single-family-detached unit is not a Residential Unit for purposes of levying the Special Tax.
“RMA” means this Second Amended and Restated Rate and Method of Apportionment of Special Tax. “SFD Lot” means an individual residential lot, identified and numbered on a recorded Final Map, on which a Building Permit has been or is permitted to be issued for construction of a Residential Unit without further subdivision of the lot and for which no further subdivision of the lot is anticipated pursuant to the Final Map. “Single Family Residential Property” means, in any Fiscal Year, all Assessor’s Parcels of Developed Property for which a Building Permit was issued for construction of one or more Residential Units. “Special Tax” means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. “Special Tax Requirement” means the amount necessary in any Fiscal Year: (1) to pay principal and interest on Bonds due in the calendar year that begins in the Fiscal Year; (2) to create or replenish reserve funds to the extent replenishment has not been included in the computation of Special Tax Requirement in a previous Fiscal Year; (3) to cure any delinquencies in the payment of principal or interest on Bonds that has occurred in the prior Fiscal Year; (4) to pay Administrative Expenses; and (5) to pay the costs of Authorized Facilities not funded by Bonds, as allowed by the City, so long as such levy under this clause (5) does not increase the Special Tax levied on Final Map Property, Undeveloped Property, Anticipated Park/School Site Property, Taxable HOA Property, Taxable Multi-Family Property, Taxable Welfare Exemption Property, or Taxable Public Property. The Special Tax Requirement may include reductions in the calculation in any Fiscal Year by interest earnings on, or surplus balances in, funds and accounts for the Bonds to the extent that the earnings or balances are available to apply against debt service in accordance with the Indenture or other relevant document; by proceeds from the collection of penalties associated with delinquent Special Taxes; and by any other revenues available to pay debt service on the Bonds, as determined by the Administrator. “Taxable HOA Property” means, in any Fiscal Year after the First Bond Sale, any Assessor’s Parcel of HOA Property that satisfies all three of the following conditions: (1) the Assessor’s Parcel had not been HOA Property on the date of the First Bond Sale; (2) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D.1 below), the Assessor’s Parcel was not anticipated to be HOA Property based on the Expected Land Uses, as determined by the Administrator; and (3) if the Assessor’s Parcel were to be exempt from the Special Tax because it has become HOA Property, the Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.. “Taxable Multi-Family Property” means, in any Fiscal Year after the First Bond Sale, any Assessor’s Parcel of Multi-Family Property that satisfies all three of the following conditions: (1) the Assessor’s Parcel had not been Multi-Family Property on the date of the First Bond Sale; (2) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D.1 below), the Assessor’s Parcel was not anticipated to be Multi- Family Property based on the Expected Land Uses, as determined by the Administrator; and (3) if the Assessor’s Parcel were to be exempt from the Special Tax because it has become Multi-Family Property, the

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Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.
“Taxable Non-Residential Property” means any Assessor’s Parcel of Non-Residential Property that is not Exempt Non-Residential Property, as determined by the Administrator. “Taxable Property” means all property within Improvement Area No. 2 that is not exempt from the Special Tax pursuant to law or Section G below.
“Taxable Public Property” means, in any Fiscal Year after the First Bond Sale, any Assessor’s Parcel of Public Property that satisfies all three of the following conditions: (1) the Assessor’s Parcel had not been Public Property on the date of the First Bond Sale; (2) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D.1 below), the Assessor’s Parcel was not anticipated to be Public Property based on the Expected Land Uses, as determined by the Administrator; and (3) if the Assessor’s Parcel were to be exempt from the Special Tax because it has become Public Property, the Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained. “Taxable Welfare Exemption Property” means in any Fiscal Year after the First Bond Sale, any Assessor’s Parcel of Welfare Exemption Property that satisfies all three of the following conditions: (i) the Assessor’s Parcel had not been Welfare Exemption Property on the date of issuance of the First Bond Sale; (ii) based on reference to Attachments 1 and 2 (as may be updated pursuant to Section D herein), the Assessor’s Parcel was not anticipated to be Welfare Exemption Property based on the Expected Land Uses, as determined by the Administrator; and (iii) if the Assessor’s Parcel were to be exempt from the Special Tax because it has become Welfare Exemption Property, the Expected Maximum Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.
“Tentative Map” means the tentative map for Greenbriar Phase 2, as shown in Attachment 2 of this RMA, including any adjustments or amendments thereto.
“Trustee” means the trustee or fiscal agent under the Indenture. “Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Final Map Property, Anticipated Park/School Site Property, Taxable HOA Property, Taxable Multi- Family Property, Taxable Welfare Exemption Property, and Taxable Public Property. “Village” means a specific geographic area within Improvement Area No. 2 that: (1) is identified by an assigned number on the Tentative Map; (2) is expected to have SFD Lots that are all of a similar size; and (3) is assigned Expected Maximum Special Tax Revenues in Attachment 1 based on the Expected Land Uses for that Village.
“Welfare Exemption Property” means, in any Fiscal Year, any Assessor’s Parcels in Improvement Area No. 2 that have received a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code and for which such welfare exemption is still in place.

B. DATA FOR ADMINISTRATION OF SPECIAL TAX
On or about July 1 of each Fiscal Year, the Administrator shall identify the Special Tax Requirement for the Fiscal Year. The Administrator shall also determine the following for each Assessor’s Parcel: (1) the current Assessor’s Parcel Number for the Assessor’s Parcel; (2) whether it is Developed Property, Final Map Property, Undeveloped Property, Anticipated Park/School Site Property, Taxable HOA Property, Taxable Multi-Family Property, Taxable Welfare Exemption Property, Taxable Public Property, or Exempt Property; (3) for Developed Property, whether an Assessor’s Parcel is Single Family Residential Property or Non-Residential Property; and (4) for Single Family Residential Property, within which Village each Assessor’s Parcel is

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located and the number of Residential Units on the Assessor’s Parcel. In addition, the Administrator shall, on an ongoing basis, monitor Tentative Map revisions, Final Maps, and condominium plans to determine if there are any proposed changes to the Expected Land Uses that would reduce the Expected Maximum Special Tax Revenues for a Village. If the Expected Maximum Special Tax Revenues will be reduced pursuant to a proposed Land Use Change, the Administrator shall apply the steps set forth in Section D.1 below.

In any Fiscal Year, if the Administrator determines—
 that a Final Map or other map for an Assessor’s Parcel within Improvement Area No. 2 was recorded after January 1 of the prior Fiscal Year (or on any other date after which the County Assessor will not incorporate the newly created parcels into the then-current tax roll);  that because of the date the map was recorded, the County Assessor does not yet recognize the new parcels created by the map; and
 that one or more of the newly created parcels is in a different Development Class from other parcels created by the map,
then the Administrator shall calculate the Special Tax for the property affected by recordation of the map by determining the Special Tax that applies separately to the property within each Development Class and then applying the sum of the individual Special Taxes to the Assessor’s Parcel that was subdivided by recordation of the map.

C. MAXIMUM SPECIAL TAX

1. Developed Property and Final Map Property
The Maximum Special Tax for an Assessor’s Parcel of Developed Property or Final Map Property is the greater of (i) the Base Special Tax set forth in Table 1 below, or, (ii) the Maximum Special Tax determined pursuant to Section D.

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Table 1
Base Special Tax for
Developed Property and Final Map Property
Land Use
Base Special Tax
(Fiscal Year 2021-22)*
Single Family Residential Property
Village 1 $2,134 per Residential Unit or SFD Lot
Village 2 $2,134 per Residential Unit or SFD Lot
Village 3 $2,767 per Residential Unit or SFD Lot
Village 4 $2,430 per Residential Unit or SFD Lot
Village 5 $2,430 per Residential Unit or SFD Lot
Village 6 $2,767 per Residential Unit or SFD Lot
Village 7 $3,020 per Residential Unit or SFD Lot
Village 8 $2,767 per Residential Unit or SFD Lot
Village 9 $3,020 per Residential Unit or SFD Lot
Village 10 $3,020 per Residential Unit or SFD Lot
Village 11 $2,430 per Residential Unit or SFD Lot
Village 12 $3,069 per Residential Unit or SFD Lot
Village 13 $3,069 per Residential Unit or SFD Lot
Village 14 $2,665 per Residential Unit or SFD Lot
Village 15 $2,665 per Residential Unit or SFD Lot
Village 16 $2,665 per Residential Unit or SFD Lot
Village 17 $2,665 per Residential Unit or SFD Lot
Village 18 $3,346 per Residential Unit or SFD Lot
Village 19 $3,346 per Residential Unit or SFD Lot
Phase 1–Village 14 $1,689 per Residential Unit or SFD Lot Taxable Non-Residential Property $29,884 per Acre

* On July 1, 2022, and on each July 1 thereafter, the Base Special Taxes shown above will be increased by 2% of the amount in effect in the previous Fiscal Year.

2. Undeveloped Property, Anticipated Park/School Site Property, Taxable Multi-Family Property, Taxable HOA Property, Taxable Welfare Exemption Property, and Taxable Public Property The Maximum Special Tax for Undeveloped Property, Anticipated Park/School Site Property, Taxable Multi- Family Property, Taxable HOA Property, Taxable Welfare Exemption Property, and Taxable Public Property is $29,884 per Acre for Fiscal Year 2021-22, which amount shall increase on July 1, 2022 and each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year.

D. CHANGES TO MAXIMUM SPECIAL TAX
The Expected Maximum Special Tax Revenues were calculated based on the Expected Land Uses at the CFD Update. Attachment 1 is subject to modification upon the occurrence of Land Use Changes, as described below. The Administrator shall review Final Maps, Tentative Map revisions, and other changes to land uses proposed within Improvement Area No. 2 and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues.

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1. Land Use Changes
Prior to the First Bond Sale, if a Land Use Change is proposed or identified that will result in a change in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D.1. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the revised Expected Maximum Special Tax Revenues.

After the First Bond Sale, if a Land Use Change is proposed or identified, Steps 1 through 3 must be applied:

Step 1: By reference to Attachment 1 (which shall be updated by the Administrator each time a Land Use Change has been processed according to this Section D.1 or a partial prepayment has been made), the Administrator shall identify the Expected Maximum Special Tax Revenues prior to the Land Use Change.

Step 2: The Administrator shall calculate the Expected Maximum Special Tax Revenues that could be collected from Taxable Property in Improvement Area No. 2 after the Land Use Change.

Step 3: If the revenues calculated in Step 2 are (i) higher than that determined in Step 1 or (ii) less than those calculated in Step 1, but the reduction in Expected Maximum Special Tax Revenues does not reduce debt service coverage on Outstanding Bonds below Required Coverage, no further action is needed, and the Administrator shall update Attachment 1 to show the revised Expected Maximum Special Tax Revenues.

If the revenues calculated in Step 2 are less than those calculated in Step 1, and the Administrator determines that the reduction in Expected Maximum Special Tax Revenues would reduce debt service coverage on Outstanding Bonds below the Required Coverage, one of the following shall occur:

3.a. The landowner requesting the Land Use Change (the “Requesting Landowner”) may make a prepayment in an amount that will ensure that the reduced Expected Maximum Special Tax Revenues are sufficient to provide Required Coverage, as determined pursuant to Section H below. If the Requesting Landowner notifies the Administrator that he/she would like to remedy the reduction by making a prepayment, such prepayment must be made by the earlier of (i) 30 days from the date of delivery of the prepayment estimate or (ii) the date of issuance of any Building Permits for any Assessor’s Parcel owned by the Requesting Landowner that was Final Map Property or Undeveloped Property at the time the Administrator prepared the prepayment estimate, or

3.b. If a prepayment is not received, the Base Special Tax for each Assessor’s Parcel of Taxable Property in the area affected by the Land Use Change shall be increased proportionately until the Expected Maximum Special Tax Revenues for the area affected by the Land Use Change is the same as it was prior to the Land Use Change.

If multiple Land Use Changes are proposed simultaneously by a single land owner (which may include approval of multiple Final Maps at one time), the Administrator may consider the combined effect of all the Land Use Changes to determine if there is a reduction in Expected Maximum Special Tax Revenues. If there is a reduction, the Administrator shall increase the Maximum Special Tax proportionately in all of the Final Maps being proposed by the landowner until the aggregate amount that can be levied within the Final Maps is equal to the amount that could have been levied prior to the proposed Land Use Changes. If Land Use Changes are proposed simultaneously by multiple landowners, the Administrator shall consider the proposed Land Use Changes individually.

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Notwithstanding the foregoing, once a certificate of occupancy has been issued for a Residential Unit on an Assessor’s Parcel, the Maximum Special Tax for the Assessor’s Parcel cannot be increased because of subsequent Land Use Changes that may occur within the area in which the Assessor’s Parcel is located.

The duties imposed on the Administrator pursuant to this Section D.1 to review Land Use Changes, and to review Final Maps and make certain calculations, are intended only to facilitate the administration of the Special Tax and to better assure the sufficiency of tax capacity to pay debt service on Bonds. Such duties are not intended to give any developer, subdivider, or owner of property the right to receive notice of the potential impact of Land Use Changes on the Special Tax applicable to an Assessor’s Parcel; and each developer, subdivider, or owner of property whose property is the subject of a Land Use Change shall be responsible for understanding the impact thereof on the Special Tax applicable to such property.

2. Transfer of Expected Maximum Special Tax Revenues from One Village to Another The Expected Maximum Special Tax Revenues were determined for each Village based on the Expected Land Uses within that Village. If the expected number of Residential Units is transferred from one Village to another, the City may, in its sole discretion, allow for a corresponding transfer of Expected Maximum Special Tax Revenues between the Villages. Such a transfer shall only be allowed if: (1) all adjustments are agreed to in writing by the affected property owners and the City; and (2) there is no reduction in the total Expected Maximum Special Tax Revenues as a result of the transfer.

3. Conversion of an Assessor’s Parcel of Public Property to Private Use If, in any Fiscal Year, an Assessor’s Parcel of Public Property is converted to private use, such Assessor’s Parcel shall be subject to the levy of the Special Tax. The Maximum Special Tax for each such Assessor’s Parcel shall be determined based on consideration of the Maximum Special Taxes for Assessor’s Parcels with similar land use designations, as determined by the Administrator.

E. METHOD OF LEVY OF SPECIAL TAX
Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. The City shall then levy the Special Tax according to the following steps:

Step 1. The Special Tax will be levied Proportionately on Developed Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel until the amount levied is equal to the Special Tax Requirement before applying Capitalized Interest that is available under the Indenture.

Step 2. If additional revenue is needed after Step 1 to meet the Special Tax Requirement after Capitalized Interest has been applied to reduce the Special Tax Requirement, the Special Tax will be levied Proportionately on Final Map Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Final Map Property.

Step 3. If additional revenue is needed after Step 2 to meet the Special Tax Requirement after Capitalized Interest has been applied to reduce the Special Tax Requirement, the Special Tax will be levied Proportionately on Undeveloped Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Undeveloped Property.

Step 4. If additional revenue is needed after Step 3 to meet the Special Tax Requirement, the Special Tax will be levied Proportionately on Anticipated Park/School Site Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Anticipated Park/School Site Property.

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Step 5. If additional revenue is needed after Step 4 to meet the Special Tax Requirement, the Special Tax will be levied Proportionately on Taxable Multi-Family Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Taxable Multi-Family Property.

Step 6. If additional revenue is needed after Step 5, the Special Tax will be levied Proportionately on Taxable Welfare Exemption Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Taxable Welfare Exemption Property.

Step 7. If additional revenue is needed after Step 6 to meet the Special Tax Requirement, the Special Tax will be levied Proportionately on Taxable HOA Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Taxable HOA Property.

Step 8. If additional revenue is needed after Step 7 to meet the Special Tax Requirement, the Special Tax will be levied Proportionately on Taxable Public Property up to 100% of the Maximum Special Tax for each Assessor’s Parcel of Taxable Public Property.

Notwithstanding the above, under no circumstances will the Special Tax levied on any Single Family Residential Property be increased by more than 10% as a consequence of delinquency or default by the owner of any other property in Improvement Area No. 2.

F. MANNER OF COLLECTION OF SPECIAL TAX
The Special Tax will be collected in the same manner and at the same time as ordinary ad valorem property taxes, except that: (1) prepayments are permitted as set forth in Section H below; and (2) the City may directly bill the Special Tax, may collect the Special Tax at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax will be levied and collected until principal and interest on all Bonds have been repaid and the Authorized Facilities to be constructed directly from Special Tax proceeds have been completed. But in no event will the Special Tax be levied after Fiscal Year 2059-60.

G. EXEMPTIONS
Notwithstanding any other provision of this RMA, the Special Tax will not be levied in any Fiscal Year on:
(1) Exempt Property, except Taxable Public Property, Taxable Multi-Family Property, Taxable Non- Residential Property, Taxable Welfare Exemption Property, and Taxable HOA Property; or (2) Prepayment Parcels that have fully prepaid the Special Tax obligation. Notwithstanding the foregoing, if a Special Tax has been levied on an Assessor’s Parcel in any Fiscal Year, and the entire Assessor’s Parcel subsequently meets the criteria to be categorized as Exempt Property, the Assessor’s Parcel shall remain subject to the Special Tax levy, unless the First Bond Sale has yet to occur, in which case such property shall be categorized as Public Property, HOA Property, or Multi-Family Property, as the case may be, and the Administrator shall recalculate the Expected Maximum Special Tax Revenues based on the corresponding change in revenues.

H. PREPAYMENTS

1. Definitions
The following definitions apply only to this Section H:
“Construction Fund” means the account (regardless of its name) identified in the Indenture to hold funds that are currently available to acquire or construct Authorized Facilities. “Optional Prepayment” means a prepayment of the Special Tax, other than a mandatory prepayment under Section D.1, that is calculated using the formula in this Section H.

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“Outstanding Bonds” means all Previously Issued Bonds that remain outstanding, with the following exception: if a Special Tax has been levied against, or has already been paid for, an Assessor’s Parcel for which a prepayment is to be made, and if a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), then the next principal payment will be subtracted from the total principal of Bonds that remains outstanding, and the difference will be used as the amount of Outstanding Bonds for purposes of calculating the Prepayment Amount.
“Previously Issued Bonds” means all Bonds that have been issued before the date of prepayment. “Public Facilities Requirement” means either: (a) $51 million in 2021 dollars, increased 2% annually on each July 1 beginning July 1, 2022; or (b) such other number as the City determines in its sole discretion to be sufficient both to fund the Authorized Facilities projected to be funded by Improvement Area No. 2 and to treat all owners of Taxable Property within Improvement Area No. 2 fairly and equitably. “Remaining Facilities Costs” means the Public Facilities Requirement minus public-facility costs funded by Previously Issued Bonds or by Special Taxes.

2. Full Prepayment
The Special Tax obligation applicable to an Assessor’s Parcel may be prepaid and the obligation of the Assessor’s Parcel for the Special Tax permanently satisfied as described in this Section H.2, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to the Assessor’s Parcel at the time of prepayment. An owner of a Assessor’s Parcel intending to prepay the Special Tax obligation must provide the City with written notice of intent to prepay. Within 30 days after receipt of a written notice of intent to prepay, the City or its designee shall notify the owner of the amount required to fully prepay the Special Tax obligation for the Assessor’s Parcel (the “Prepayment Amount”). Prepayment must be made not less than 75 days before any redemption date for Bonds to be redeemed with the proceeds of the prepaid Special Taxes unless otherwise permitted by the City. Under no circumstance will a prepayment be allowed that would reduce debt-service coverage below the Required Coverage. The Prepayment Amount will be calculated as follows (capitalized terms as defined above or below):

The Bond Redemption Amount
 plus the Remaining Facilities Amount
 plus the Redemption Premium (if applicable)
 plus the Defeasance Requirement
 plus the Administrative Fees and Expenses
 less the Proportionate Reserve Fund Credit
equals the Prepayment Amount
As of the proposed date of prepayment, the Administrator shall calculate the Prepayment Amount by applying the following steps:

Step 1. Calculate the Maximum Special Tax to be prepaid for the Assessor’s Parcel based on the Expected Land Uses for the Assessor’s Parcel. If this Section H is being applied to calculate a prepayment under Section D.1 above, then use, for purposes of this Step 1, the amount by which the Maximum Special Tax revenues have been reduced below the amount needed to maintain Required Coverage due to the Land Use Change that necessitated the prepayment.

Step 2. Divide the Maximum Special Tax calculated under Step 1 by the Maximum Special Tax revenues that could be generated at buildout of all property in Improvement Area No. 2 based on the Expected Land Uses at the time the prepayment is calculated.

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Step 3. Multiply the quotient calculated under Step 2 by the principal amount of the Outstanding Bonds to calculate the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 4. Calculate the current Remaining Facilities Costs (if any).

Step 5. Multiply the quotient calculated under Step 2 by the amount calculated under Step 4 to calculate the amount of Remaining Facilities Costs to be prepaid (the “Remaining Facilities Amount”).

Step 6. Multiply the Bond Redemption Amount calculated under Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 7. Calculate the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest-payment date on which interest has been or will be paid by Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at or before the last Bond interest-payment date on which interest has been or will be paid by Special Taxes already levied, then Steps 7, 8, and 9 of this prepayment formula will not apply.

Step 8. Calculate the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest-payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds.

Step 9. Subtract the amount calculated under Step 8 from the amount calculated under Step 7 (the “Defeasance Requirement”).

Step 10. Calculate the Administrative Expenses associated with the prepayment, including the costs of determining the prepayment, redeeming Bonds, and recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

Step 11. If, when the prepayment is determined, the reserve fund is greater than or equal to the reserve requirement, then, to the extent so provided in the Indenture, calculate a proportionate reserve fund credit as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed with the prepayment (the “Proportionate Reserve Fund Credit”).

Step 12. The Prepayment Amount is equal to the sum of the amounts calculated under Steps 3, 5, 6, 9, and 10 minus the amount calculated under Step 11.

Step 13. From the Prepayment Amount, the amounts calculated under Steps 3, 6, and 9 will be deposited into the appropriate fund as established under the Indenture and will be used to retire Outstanding Bonds or make debt-service payments. The amount calculated under Step 5 will be deposited into the Construction Fund. The amount calculated under Step 10 will be retained in the account or fund that is established to pay Administrative Expenses.

Once a full prepayment has been received, a Notice of Cancellation of Special Tax Lien will be recorded against the affected Assessor’s Parcel, except that a Notice of Cancellation of Special Tax Lien will not be recorded until all Special Taxes levied on the affected Assessor’s Parcel in the current or prior Fiscal Years have been collected.

3. Partial Prepayment
The Special Tax on an Assessor’s Parcel or SFD Lot for which a certificate of occupancy has not yet been issued or a final inspection has not been conducted may be partially prepaid (a “Partial Prepayment”).

However, a Partial Prepayment must be made in an amount equal to 25%, 50% or 75% of the amount of the

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full Prepayment Amount calculated under Section H.2 above. In calculating a Partial Prepayment, the Administrator shall round up the amount required for the Partial Prepayment in order to redeem whole bonds, including any redemption premium.

Only one Partial Prepayment is permitted for each Assessor’s Parcel or SFD Lot, and a Partial Prepayment will not be accepted for an Assessor’s Parcel or SFD Lot after a certificate of occupancy has been issued or a final inspection completed for that Assessor’s Parcel or SFD Lot.

The owner of an Assessor’s Parcel or SFD Lot who desires to make a Partial Prepayment must notify the Administrator of the percentage of the Special Tax to be prepaid. The Administrator shall provide the owner with a statement of the amount required for the Partial Prepayment within 30 days after receiving the request and may charge a fee for providing this service. With respect to any Special Tax that is partially prepaid on an Assessor’s Parcel or SFD Lot, the Administrator shall (a) distribute the remitted prepayment funds according to Section H.2 above and (b) indicate in the records of the CFD that there has been a Partial Prepayment of the Special Tax and that a portion of the Special Tax with respect to the Assessor’s Parcel or SFD Lot, equal to the non-prepaid percentage of the Maximum Special Tax, will continue to be levied on the Assessor’s Parcel or SFD Lot according to Section F.

Once a Partial Prepayment has been received, an Amendment to Special Tax Lien will be recorded against the affected Assessor’s Parcel or SFD Lot. However, an Amendment to Special Tax Lien will not be recorded until all Special Taxes levied on the affected Assessor’s Parcel or SFD Lot in the current or prior Fiscal Years have been collected.

4. Prepayment Restrictions
Optional Prepayment of the Special Tax in accordance with this Section H is not permitted if it would reduce debt service coverage below the Required Coverage.

I. RECORDS MAINTAINED FOR THE CFD
As development occurs in the CFD, the Administrator shall maintain a file containing records of the following information for each Assessor’s Parcel:
 The current Assessor’s Parcel Number
 The current Final Map status for the Assessor’s Parcel  The current Building Permit status for the Assessor’s Parcel  The designated and existing uses for the Assessor’s Parcel  The total number of Residential Units assigned to the Assessor’s Parcel  The Maximum Special Tax assigned to the Assessor’s Parcel  Prepayments, including prepayments for Assessor’s Parcels that have fully or partially paid the Special Tax
J. INTERPRETATION OF SPECIAL TAX FORMULA
The City Council may, by resolution, interpret this RMA for purposes of clarifying any vagueness or ambiguity in the Special Tax rates, method of apportionment, classification of properties, and definitions applicable to the CFD. The City Council’s interpretation will be conclusive. The Administrator may do the following without the City Council’s approval:
(1) Interpret this RMA for purposes of clarifying matters as they relate to the Special Tax rate, the method of apportionment, the classification of properties, or the definitions applicable to the CFD.

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(2) Make minor, non-substantive administrative and technical changes to this RMA for purposes of administrative efficiency or convenience or to comply with new applicable federal, state, or local law, but only if the changes do not materially affect the rate, method of apportionment, and manner of collection of the Special Tax.

In addition, the City, upon request of an owner of land that is not Developed Property, may amend this RMA to reallocate the Special Tax applicable to such owner’s land in a manner acceptable to the City, without resolution or ordinance of the City Council, upon the affirmative vote of such owner and without the vote of owners of any other land within the CFD, provided such amendment: (i) only affects the owner’s land, (ii) does not reduce the Expected Maximum Special Tax Revenues, and (iii) provides for a Special Tax distribution upon development of such land which is reasonably proportional and consistent with Special Tax rates provided for in Section C (including escalations thereto) for similar land uses and is compliant with the tax assessment loan exception contained in U.S. Treasury Regulation Section 1.141-5(d), as determined by the City.

K. APPEALS
A taxpayer who believes that the amount of the Special Tax assigned to the taxpayer’s Assessor’s Parcel is in error may file a notice with the Administrator, who will then promptly review the appeal and, if necessary, meet with the taxpayer. If the Administrator determines that the Special Tax should be modified, then the Special Tax levy will be corrected and, if applicable, a credit or refund will be granted.

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ATTACHMENT 1
IMPROVEMENT AREA NO. 2 OF THE

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03
(IMPROVEMENTS)

EXPECTED LAND USES AND EXPECTED MAXIMUM SPECIAL TAX REVENUES Village Expected Land Uses
Base
Special Tax
FY 2021-22 /1
Expected
Maximum
Special Tax
Revenues
FY 2021-22 /1
Village 1 104 Residential Units $2,134 per Residential Unit $221,936 Village 2 89 Residential Units $2,134 per Residential Unit $189,926 Village 3 11 Residential Units $2,767 per Residential Unit $30,437 Village 4 68 Residential Units $2,430 per Residential Unit $165,240 Village 5 61 Residential Units $2,430 per Residential Unit $148,230 Village 6 54 Residential Units $2,767 per Residential Unit $149,418 Village 7 26 Residential Units $3,020 per Residential Unit $78,520 Village 8 88 Residential Units $2,767 per Residential Unit $243,496 Village 9 53 Residential Units $3,020 per Residential Unit $160,060 Village 10 59 Residential Units $3,020 per Residential Unit $178,180 Village 11 44 Residential Units $2,430 per Residential Unit $106,920 Village 12 60 Residential Units $3,069 per Residential Unit $184,140 Village 13 50 Residential Units $3,069 per Residential Unit $153,450 Village 14 54 Residential Units $2,665 per Residential Unit $143,910 Village 15 31 Residential Units $2,665 per Residential Unit $82,615 Village 16 34 Residential Units $2,665 per Residential Unit $90,610 Village 17 44 Residential Units $2,665 per Residential Unit $117,260 Village 18 59 Residential Units $3,346 per Residential Unit $197,414 Village 19 49 Residential Units $3,346 per Residential Unit $163,954 Phase 1 –
Village 14
139 Residential Units $1,689 per Residential Unit $234,771 Total 1,177 Residential Units N/A $3,040,487

/1 On July 1, 2022 and each July 1 thereafter, the Base Special Taxes and the Expected Maximum Special Tax Revenues shall be increased by two percent (2%) of the amount in effect in the prior Fiscal Year.

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ATTACHMENT 2
IMPROVEMENT AREA NO. 2 OF THE

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03
(IMPROVEMENTS)

IDENTIFICATION OF VILLAGES

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ATTACHMENT 3
IMPROVEMENT AREA NO. 2 OF THE

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03
(IMPROVEMENTS)

IDENTIFICATION OF ANTICIPATED PARK/SCHOOL SITE PROPERTY

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ATTACHMENT 4
IMPROVEMENT AREA NO. 2 OF THE

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03
(IMPROVEMENTS)

IDENTIFICATION OF EXEMPT NON-RESIDENTIAL PROPERTY

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APPENDIX B

APPRAISAL REPORT

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APPENDIX C

PROPOSED FORM OF OPINION OF BOND COUNSEL
[TO COME FROM BOND COUNSEL]

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APPENDIX D

GENERAL INFORMATION ABOUT THE CITY OF SACRAMENTO AND THE

COUNTY OF SACRAMENTO
The following information is included only for the purpose of supplying general information regarding the City of Sacramento (the “City”) and the County of Sacramento (the “County”). This information is provided only for general informational purposes and provides prospective investors limited information about the City and the County and their economic base. The Bonds are not a debt of the County or the State or any of its political subdivisions, and the County, and the State and its political subdivisions are not liable therefor.

The Bonds are special limited obligations of the City payable solely from the Net Special Tax Revenues (as defined in the Official Statement) and other amounts as set forth in the Indenture.

General
The City is located at the confluence of the Sacramento and American Rivers in the south-central portion of the Sacramento Valley, a part of the State’s Central Valley. Although the City is approximately 75 air miles northeast of San Francisco, its temperature range is more extreme than that of most Northern California coastal cities, ranging from a daily average of 45 degrees Fahrenheit in January to 85 degrees Fahrenheit in July. Average elevation of the City is 30 feet above sea level.

Population
The following table lists population figures for the City, the County and the State as of January 1 for 2020 through 2024.

CITY AND COUNTY OF SACRAMENTO
Population Estimates
Calendar
Year
City of
Sacramento
County of
Sacramento
State of
California
2020 513,626 1,553,157 39,648,938
2021 518,067 1,580,120 39,327,868
2022 516,529 1,572,254 39,114,785
2023 519,466 1,576,639 39,061,058
2024 520,407 1,578,938 39,128,162

Source: State Department of Finance estimates (as of January 1).

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Industry and Employment
The unemployment rate in the Sacramento—Arden-Arcade—Roseville, CA Metropolitan Statistical Area (“Sacramento MSA”), which includes Sacramento, Placer, El Dorado, and Yolo Counties, was 4.3% in 2023. The table below provides information about employment rates and employment by industry type for the Sacramento MSA for calendar years 2019 through 2023. As of September 2024, the unemployment rate in the Sacramento MSA was 4.7%.

SACRAMENTO MSA
Civilian Labor Force, Employment and Unemployment
Calendar Years 2019 through 2023
Annual Averages
2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,100,800 1,091,700 1,099,300 1,112,100 1,129,200 Employment 1,060,300 994,000 1,028,800 1,069,700 1,080,500 Unemployment 40,500 97,700 70,500 42,400 48,600
Unemployment Rate 3.7% 9.0% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Natural Resources and Mining 500 600 700 500 500
Construction 69,400 70,200 74,100 77,100 74,700
Manufacturing 36,800 36,100 37,500 40,600 40,500
Wholesale Trade 28,600 26,500 26,400 28,300 28,500
Retail Trade 100,500 95,200 101,100 100,300 99,000
Transportation, Warehousing and
Utilities
32,200 34,300 37,100 40,800 41,600
Information 11,900 10,200 10,000 10,500 9,900
Finance and Insurance 35,200 34,800 34,300 33,000 30,500 Real Estate and Rental and Leasing 17,300 16,900 17,400 18,800 18,400 Professional and Business Services 137,400 132,500 136,700 139,700 134,400 Educational and Health Services 166,600 164,000 168,400 175,600 188,700 Leisure and Hospitality 109,600 83,900 92,900 108,700 112,500 Other Services 35,400 31,000 32,600 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 126,800 129,800 134,400 Local Government 105,300 98,900 98,000 102,700 107,400 Total, All Industries 1,031,400 979,700 1,017,200 1,065,400 1,083,000

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.

Source: State of California Employment Development Department.

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Major Employers
The following table shows the largest employers located in the County as of fiscal year 2023.

COUNTY OF SACRAMENTO

PRINCIPAL EMPLOYERS
As of June 30, 2023
Rank Name of Company
Number of
Employees
Percentage
of Total City
Employment

1. UC Davis Health System 16,075 2.30%

2. Kaiser Permanente 10,934 1.56

3. Sutter/California Health Services 9,350 1.33

4. Dignity/Mercy Healthcare 7,353 1.05

5. Intel Corporation 5,000 0.71

6. Raley’s Inc./Bel Air 2,756 0.39

7. Siemens Mobility Inc. 2,500 0.36

8. Safeway 1,874 0.27

9. Golden 1 Credit Union 1,776 0.25

10. Pacific Gas and Electric Co. 1,370 0.20

Source: County of Sacramento Annual Comprehensive Financial Report for the year ending June 30, 2023.

The following table shows the largest employers located in the City as of fiscal year 2023.

CITY OF SACRAMENTO

PRINCIPAL EMPLOYERS
As of June 30, 2023
Rank Name of Company
Number of
Employees
Percentage
of Total City
Employment

1. State of California 107,876 15.34%

2. UC Davis Health System 16,075 2.29

3. Sacramento County 13,252 1.88

4. Kaiser Permanente 10,934 1.56

5. U.S. Government 10,507 1.49

6. Sutter Health 9,350 1.33

7. Dignity Health 7,353 1.05

8. Intel Corporation 5,000 0.71

9. San Juan Unified School District 4,801 0.68

10. Los Rios Community College District 3,049 0.43

Source: City of Sacramento Annual Comprehensive Financial Report for the year ending June 30, 2023.

Personal Income
Personal Income is the income that is received by all persons from all sources. It is calculated as the sum of wage and salary disbursements, supplements to wages and salaries, proprietors’ income with inventory valuation and capital consumption adjustments, rental income of persons with capital consumption adjustment, personal dividend income, personal interest income, and personal current transfer receipts, less contributions for government social insurance.

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The personal income of an area is the income that is received by, or on behalf of, all the individuals who live in the area; therefore, the estimates of personal income are presented by the place of residence of the income recipients.

The following table summarizes the personal income for the County of Sacramento, the State and the United States for the period 2018 through 2022.

COUNTY OF SACRAMENTO
Personal Income
2017 through 2022
Year Sacramento County California United States
2018 $78,804,776 $2,431,821,953 $17,671,054,000
2019 82,669,864 2,567,425,600 18,575,467,000
2020 90,908,707 2,790,523,500 19,812,171,000
2021 98,105,641 3,006,183,900 21,288,709,000
2022 97,517,936 3,006,647,281 21,820,248,000

Note: Dollars in Thousands.

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

The following table summarizes per capita personal income for the County of Sacramento, the State and the United States for 2018-2022. This measure of income is calculated as the personal income of the residents of the area divided by the resident population of the area.

PER CAPITA PERSONAL INCOME
County of Sacramento, State of California and the United States 2018 Through 2022
Year Sacramento County California United States
2018 $51,187 $61,508 $53,786
2019 53,278 64,919 56,250
2020 58,307 70,647 59,765
2021 61,775 76,614 64,143
2022 61,558 77,036 65,470

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

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Commercial Activity
A summary of historic taxable sales within the City for 2019-2023 is shown in the following table.

CITY OF SACRAMENTO
Taxable Transactions
(dollars in thousands)
Retail Stores Total All Outlets
Number of
Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2019 10,006 $4,999,470 15,970 $7,463,634
2020 11,088 4,430,901 17,722 6,839,199
2021 10,362 5,401,724 16,793 8,118,898
2022 10,527 5,763,861 17,452 9,054,662
2023 10,371 5,683,785 17,208 8,815,975

Source: State Board of Equalization.

A summary of historic taxable sales within the County for 2019-2023 is shown in the following table.

COUNTY OF SACRAMENTO
Taxable Transactions
(dollars in thousands)
Retail Stores Total All Outlets
Number of
Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2019 25,530 $18,195,302 40,858 $26,836,365
2020 28,055 18,488,106 45,361 27,173,406
2021 25,936 23,700,364 42,482 33,783,460
2022 26,589 24,679,703 44,158 36,511,260
2023 25,913 24,289,157 43,252 35,778,877

Source: State Board of Equalization.

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Building and Construction
Provided below are the building permits and valuations for the City and the County for calendar years 2019 through 2023.

CITY OF SACRAMENTO
Total Building Permit Valuations
(valuations in thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $ 400,648.4 $ 254,127.0 $ 359,957.8 $ 278,041.4 $ 305,689.5 New Multi-family 176,862.7 465,623.0 284,928.5 211,378.2 199,279.2 Res. Alterations/Additions 140,240.6 174,415.1 171,615.1 151,297.8 164,471.7 Total Residential $ 717,751.7 $ 894,165.1 $ 816,501.4 $ 640,717.4 $ 669,440.4

New Commercial $ 540,144.9 $ 154,484.2 $ 152,871.0 $ 73,271.9 $ 170,884.5 New Industrial 31,485.4 31,155.0 83,171.4 11,349.9 -
New Other 427,661.2 302,114.6 55,183.7 40,926.1 139,361.0 Com. Alterations/Additions 491,148.7 230,448.0 163,431.5 177,804.2 371,033.1 Total Nonresidential $ 1,490,440.2 $ 718,201.8 $ 454,657.6 $ 303,352.1 $ 681,278.6

New Dwelling Units
Single-Family 1,552 956 1,150 952 951
Multiple Family 1,487 2,855 1,193 1,619 2,682 TOTAL 3,039 3,811 2,343 2,571 3,633

Source: Construction Industry Research Board, Building Permit Summary.

COUNTY OF SACRAMENTO
Total Building Permit Valuations
(valuations in thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $ 1,108,399.8 $ 1,088,390.6 $ 1,310,379.5 $ 1,183,213.4 $ 1,408,893.4 New Multi-family 265,188.8 467,418.7 323,462.5 413,368.8 436,365.8 Res. Alterations/Additions 293,210.5 262,864.6 276,570.3 373,409.6 332,233.2 Total Residential $ 1,666,799.1 $ 1,818,673.9 $ 1,910,412.3 $ 1,969,991.8 $ 2,177,492.4

New Commercial $ 639,170.3 $ 411,058.0 $ 152,871.0 $ 203,314.1 $ 256,310.9 New Industrial 31,851.4 31,155.0 83,171.4 38,163.3 -
New Other 131,286.6 113,793.0 150,008.7 220,339.3 294,989.6 Com. Alterations/Additions 700,603.9 335,458.0 320,3447.6 432,950.0 569,570.4 Total Nonresidential $ 1,502,912.2 $ 891,464.0 $ 3,589,498.7 $ 894,766.7 $ 1,120,870.9

New Dwelling Units
Single-Family 3,981 3,588 4,205 3,832 4,181
Multiple Family 2,008 2,868 2,266 3,419 6,290 TOTAL 5,989 6,456 6,471 7,251 10,471

Source: Construction Industry Research Board, Building Permit Summary.

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Transportation
Sacramento’s strategic location and broad transportation network have contributed to the City’s economic growth. The City is traversed by the main east-west and north-south freeways serving northern and central California. Interstate 80 connects Sacramento with the San Francisco Bay Area, Reno, Nevada, and points east. U.S. 50 carries traffic from Sacramento to the Lake Tahoe area. Interstate 5 is the main north- south route through the interior of California, running from Mexico to Canada. State Route 99 parallels Interstate 5 through central California and passes through Sacramento.

The Union Pacific Railroad, a transcontinental line, has junctions in Sacramento and is connected to the Burlington Northern Santa Fe Railway via the Central California Traction Company. Passenger rail service is provided by AMTRAK. Bus lines offering intercity as well as local service include Greyhound and the Sacramento Regional Transit District. The Sacramento Regional Transit District also provides light-rail service within the City. The Port of Sacramento, located 79 nautical miles northeast of San Francisco, provides direct ocean-freight service to all major United States and world ports. Via a deep-water channel, ships can reach Sacramento from San Francisco in less than eight hours. The major rail links serving Sacramento connect with the port, and Interstate 80 and Interstate 5 are immediately adjacent to it.

Trucking services are offered through facilities of interstate common carriers operating terminals in the area and by contract carriers of general commodities. Greyhound Bus Lines also has passenger and package-service stations in the City.

Sacramento International Airport, about 12 miles northwest of the City’s downtown, is served by 13 major carriers and 1 commuter carrier. Sacramento Executive Airport, about 6 miles south of the City’s downtown, is a full-service, 540-acre facility serving general aviation and providing a wide array of facilities and services.

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APPENDIX E

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

[TO COME FROM BOND COUNSEL]

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APPENDIX F

FORM OF CITY CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate dated as of December 1, 2024 (this “Certificate”), is executed and delivered by the City of Sacramento, a California municipal corporation and charter city (the “Issuer”), in connection with the issuance of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) Improvement Area No. 2, Special Tax Bonds, Series 2024 (the “Bonds”). The Bonds are being issued under Resolution No. ____-____ adopted by the Sacramento City Council on __________, 2024, and a Master Indenture, dated as of December 1, 2024, as supplemented by a First Supplemental Indenture dated as of December 1, 2024 (collectively, the “Indenture”), each between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Issuer hereby covenants as follows:

1. Purpose of this Certificate. This Certificate is being executed and delivered for the benefit of the Holders and Beneficial Owners of the Bonds and to assist the Participating Underwriter in complying with the Rule.

2. Definitions. In addition to the definitions set forth in the Indenture and the Rate and Method of Apportionment, which apply to any capitalized term used in this Certificate unless the term is otherwise defined in this section 2, the following capitalized terms have the following meanings:
 “Annual Report” means any annual report that meets the criteria in section 4 and is provided by the Issuer under section 3.
 “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including a person holding Bond through a nominee, depository, or other intermediary); or (b) is treated as the owner of any Bond for federal income-tax purposes.
 “Dissemination Agent” initially means the Issuer, and thereafter it means any successor Dissemination Agent the Issuer designates in writing.
 “District” means the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements).
 “EMMA” means the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board, which can be found at www.emma.msrb.org, or any other repository of disclosure information the Securities and Exchange Commission may designate in the future.  “Fiscal Year” means the Issuer’s fiscal year, which begins on July 1 and ends the following June

30.  “Improvement Area No. 2” means Improvement Area No. 2 of the District.  “Listed Event” means any of the events listed in section 5 below.  “MSRB” means the Municipal Securities Rulemaking Board.  “Official Statement” means the Issuer’s official statement with respect to the Bonds.  “Participating Underwriter” means Piper Sandler & Co.

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 “Rate and Method of Apportionment” means the Second Amended and Restated Rate and Method of Apportionment of Special Tax for Improvement Area No. 2 approved by the Resolution of Formation.
 “Resolution of Formation” means the Resolution adopted by the Sacramento City Council on March 12, 2024, and designated as Resolution No. 2024-0074, by which the City undertook change proceedings with respect to Improvement Area No. 2.
 “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

3. Provision of Annual Reports.
(a) Beginning with the Fiscal Year ending June 30, 2024, the Issuer shall provide to EMMA, or shall cause the Dissemination Agent to provide to EMMA, in either case not later than March 31 after the end of the Fiscal Year, an Annual Report that is consistent with the requirements of section 4 of this Certificate. The Annual Report may be submitted as a single document or as separate documents composing a package and may include by reference other information as provided in section 4 of this Certificate, except that the Issuer’s audited financial statements may be submitted separately from, and later than, the balance of the Annual Report if they are not available by the date required above for the filing of the Annual Report. (b) If the Dissemination Agent is an entity other than the Issuer, then the provisions of this section 3(b) will apply. The Issuer shall provide the Annual Report to the Dissemination Agent, in a form suitable for filing with EMMA, not later than 15 business days before the date specified in section 3(a) for providing the Annual Report to EMMA. If the Dissemination Agent has not received a copy of the Annual Report by the 15th business day before the date for providing the Annual Report, then the Dissemination Agent shall contact the Issuer to determine if the Issuer will be filing the Annual Report in compliance with section 3(a). The Issuer shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that the Annual Report constitutes the Annual Report required to be furnished by it under this Certificate.

The Dissemination Agent may conclusively rely upon the Issuer’s certification and will have no duty or obligation to review the Annual Report.
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to EMMA by the date required in section 3(a), then the Dissemination Agent shall send a notice in a timely manner to EMMA, in the form required by EMMA.
(d) If the Dissemination Agent is other than the Issuer, then the Dissemination Agent shall— (1) determine each year, before the date for providing the Annual Report, the name and address of the repository if other than the MSRB through EMMA; and (2) file a report with the Issuer, promptly after receipt of the Annual Report, certifying that the Annual Report has been provided to EMMA and the date it was provided. (e) Notwithstanding any other provision of this Certificate, all filings must be made in accordance with the EMMA system or in another manner approved under the Rule.

4. Content of Annual Reports. The first Annual Report due on March 31, 2025 shall consist of the Official Statement and the Issuer’s audited financial statements as described in Section 4(a) below.

Thereafter, the Annual Reports shall contain or incorporate by reference the following:
(a) Financial Statements. The Issuer’s audited financial statements for the most recent Fiscal Year then ended. If audited financial statements are not available by the time the Annual Report is

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required to be filed by section 3, then the Annual Report must contain unaudited financial statements, and the audited financial statements must be filed in the same manner as the Annual Report when they become available.
(b) Financial and Operating Data. The Annual Report must contain or incorporate by reference the following information except to the extent the information is included in the Issuer’s audited financial statements or in a report to the California Debt and Investment Advisory Commission that has been uploaded to EMMA:
(1) Balances in each of the following funds established under the Indenture as of the close of the prior fiscal year:
(A) The Bond Redemption Fund (with a statement of the debt-service requirement to be discharged by the fund before the receipt of expected additional Special Tax revenue, i.e., the Debt Service due on the following September 1). (B) The Bond Reserve Fund.
(2) The aggregate land assessed valuation and the aggregate improvement assessed valuation within Improvement Area No. 2 for the Fiscal Year in which the Annual Report is filed. (3) A statement of the debt-service requirements for the Bonds for the prior Fiscal Year. (4) An update of the information in Table 4A of the Official Statement based on the assessed valuation of the Taxable Property within Improvement Area No. 2 for the Fiscal Year in which the Annual Report is filed, except that the Special Tax levy at buildout and the information with respect to overlapping land-secured debt need not be included. (5) A statement of the actual Special Tax collections for Improvement Area No. 2 for the prior Fiscal Year.
(6) The following information (to the extent that it is no longer reported in the Issuer’s annual filings with the California Debt and Investment Advisory Commission regarding the Bonds):
(A) The Required Bond Reserve for the prior Fiscal Year. (B) A statement as to the status of any foreclosure actions with respect to delinquent payments of the Special Tax.
(C) A statement of any discontinuance of the County’s Teeter Plan with respect to any Taxable Parcel.
(c) Any or all of the items listed in section 4(a) or 4(b) may be included by specific reference to other documents (including official statements of debt issues of the Issuer or related public entities) that have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available through EMMA. The Issuer shall clearly identify each document included by reference.

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(2) Unscheduled draws on debt-service reserves reflecting financial difficulties. (3) Unscheduled draws on credit enhancements reflecting financial difficulties. (4) Substitution of credit or liquidity providers, or their failure to perform. (5) Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds. (6) Defeasances.
(7) Tender offers.
(8) Bankruptcy, insolvency, receivership, or similar proceedings.

Note: For the purposes of the event identified in section 5(a)(8), the event is considered to occur when any of the following occur: if a receiver, fiscal agent, or similar officer is appointed for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer; or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority; or if an order confirming a plan of reorganization, arrangement, or liquidation is entered by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. (9) Ratings changes.
(10) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.
(b) Additionally, the Issuer shall give or cause the Dissemination Agent to give notice to the MSRB, through EMMA, not more than ten business days after the occurrence of any of the following events with respect to the Bonds, if material:
(1) Unless described in section 5(a)(5), other notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other events affecting the tax status of the Bonds.
(2) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business; the entry into a definitive agreement to undertake such an action; or the termination of a definitive agreement relating to any such actions, other than under its terms.
(3) Appointment of a successor or additional fiscal agent or the change of the name of a fiscal agent.
(4) Nonpayment related defaults.
(5) Modifications to the rights of Bondholders.
(6) Bond calls.

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(7) Release, substitution, or sale of property securing repayment of the Bonds. (8) Incurrence of a financial obligation of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect Bondholders. (c) For purposes of the events identified in section 5(a)(10) or 5(b)(8), “financial obligation” means a (1) debt obligation; (2) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (3) guarantee of (1) or (2). “Financial obligation” does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. (d) If the Issuer’s Fiscal Year changes, then the Issuer shall report or shall instruct the Dissemination Agent to report the change in the same manner and to the same parties as a Listed Event would be reported under this section 5.
(e) The undertaking set forth in this Certificate is the Issuer’s responsibility. The Dissemination Agent, if other than the Issuer, is not responsible for determining whether the Issuer’s instructions to the Dissemination Agent under this section 5 comply with the Rule.

6. Termination of Reporting Obligation. The obligations of the Issuer and the Dissemination Agent under this Certificate terminate upon the legal defeasance, prior redemption, or payment in full of all of the Bonds. If termination occurs before the final maturity of the Bonds, then the Issuer shall give notice of the termination in the same manner as for a Listed Event under section 5.

7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Certificate and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Issuer will be the initial Dissemination Agent. The Dissemination Agent may resign by providing 30-days’ advance written notice to the Issuer, with the resignation effective upon appointment of a new Dissemination Agent.

8. Amendment.
(a) The parties may amend this Certificate by written agreement of the parties without the consent of the Holders, and any provision of this Certificate may be waived, if all of the following conditions are satisfied:
(1) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law, or a change in the identity, nature, or status of the Issuer or the type of business the Issuer conducts. (2) The undertakings in this Certificate as so amended or waived would have complied, in the opinion of a nationally recognized bond counsel, with the requirements of the Rule as of the date of this Certificate, after taking into account any amendments or interpretations of the Rule as well as any change in circumstances.
(3) The amendment or waiver either (A) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders or (B) does not, in the determination of the Issuer, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
(b) To the extent any amendment to this Certificate results in a change in the type of financial information or operating data provided under this Certificate, the first Annual Report provided after the change must include a narrative explanation of the reasons for the amendment and the effect of the change on the type of operating data or financial information being provided.

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(c) If an amendment is made to the basis on which financial statements are prepared, the Annual Report for the year in which the change is made must present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison must include both a quantitative discussion and, to the extent reasonably feasible, a qualitative discussion of the differences in the accounting principles and the effect of the change in the accounting principles on the presentation of the financial information.

9. Additional Information. This Certificate does not prevent the Issuer (a) from disseminating any other information, using the means of dissemination set forth in this Certificate or any other means of communication; or (b) from including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that required by this Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that specifically required by this Certificate, then the Issuer will have no obligation under this Certificate to update the information or include it in any future Annual Report or notice of occurrence of a Listed Event.

10. Default. If the Issuer or the Dissemination Agent fails to comply with any provision of this Certificate, then any Holder or Beneficial Owner of the Bonds may take any necessary and appropriate actions, including seeking mandate or specific performance by court order, to cause the Issuer and the Dissemination Agent to comply with their obligations under this Certificate. A default under this Certificate will not be an Event of Default under the Indenture, and the sole remedy under this Certificate in the event of any failure of the Issuer or the Dissemination Agent to comply with this Certificate is an action to compel performance.

11. Duties, Immunities, and Liabilities of Dissemination Agent. (a) Where an entity other than the Issuer is acting as the Dissemination Agent, the Dissemination Agent will have only the duties expressly set forth in this Certificate, and the Issuer shall indemnify and save the Dissemination Agent and its officers, directors, employees, and agents harmless against all losses, expenses, and liabilities that arise out of, or in the exercise or performance of, their powers and duties under this Certificate, including reasonable attorney’s fees and other expenses of defending against any claim of liability, but excluding losses, expenses, and liabilities due to the Dissemination Agent’s negligence or willful misconduct. (b) Except as provided in section 11(a), the Issuer shall pay any Dissemination Agent (1) compensation for its services provided under this Certificate in accordance with an agreed-upon schedule of fees; and (2) all expenses, legal fees, and advances made or incurred by the Dissemination Agent in the performance of its duties under this Certificate. (c) The Dissemination Agent has no duty or obligation to review any information the Issuer provides to it under this Certificate. The Issuer’s obligations under this section 11 will survive the Dissemination Agent’s resignation or removal and payment of the Bonds. No person has any right to commence any action against the Dissemination Agent for any remedy other than specific performance of this Certificate. The Dissemination Agent is not liable under any circumstances for monetary damages to any person for any breach under this Certificate.

12. Beneficiaries. This Certificate inures solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter, and Holders and Beneficial Owners from time to time of the Bonds, and it creates no rights in any other person or entity.

13. Merger. Any person succeeding to all or substantially all of the Dissemination Agent’s corporate trust business will be the successor Dissemination Agent without the filing of any paper or any further act.

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14. Effective Date. This Certificate is effective as of the date and year set forth above in the preamble.

CITY OF SACRAMENTO
By:

John P. Colville Jr., City Treasurer

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APPENDIX G

FORMS OF PROPERTY OWNER CONTINUING DISCLOSURE CERTIFICATES

CONTINUING DISCLOSURE CERTIFICATE
(The Greenbriar Project Owner, LLC)
This Continuing Disclosure Certificate (The Greenbriar Project Owner, LLC) (this “Disclosure Certificate”) is executed and delivered by The Greenbriar Project Owner, LLC, a Delaware limited liability company (the “Property Owner”), in connection with the issuance by the City of Sacramento (the “City”) of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) Improvement Area No. 2 Special Tax Bonds, Series 2024 (the “Bonds”). The Bonds are being issued pursuant to Resolution No. ____-__ adopted by the Sacramento City Council on __________, 2024, and a Master Indenture, dated as of December 1, 2024 as supplemented by a First Supplemental Indenture dated as of December 1, 2024, each by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (collectively, the “Indenture”). The Property Owner covenants and agrees as follows:

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

Section 2. Definitions. In addition to the definitions set forth above and herein, and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined herein, the following capitalized terms shall have the following meanings:
“Affiliate” means any person presently directly (or indirectly through one or more intermediaries) under managerial control of the Property Owner, and about whom information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the proposed development of the Property or to the Property Owner’s ability to pay the Special Taxes levied on the Property prior to delinquency). For purposes of this Disclosure Certificate, the term “Affiliates” shall not include Lennar Homes of California, LLC, a California limited liability company “Assumption Agreement” means an undertaking of a Major Owner, for the benefit of the holders and beneficial owners of the Bonds, containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the property in Improvement Area No. 2 acquired by the Major Owner), whereby such Major Owner agrees to provide semi- annual reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in Improvement Area No. 2 owned by such Major Owner and, at the option of the Property Owner or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 12 hereof. “Dissemination Agent” means the Property Owner or an entity experienced in providing dissemination agent services such as those required under this Disclosure Certificate designated by the Property Owner to serve as the Dissemination Agent hereunder and who has accepted such obligation in writing, and for which the Property Owner has filed with the City and the Participating Underwriter notice of such designation and acceptance.
“District” means City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements).
“Improvement Area No. 2” means Improvement Area No. 2 of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements).

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“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “Major Owner” means, as of any date of calculation, an owner of land that, together with any Affiliates, owns 236 or more residential lots (or property intended to be subdivided into 236 or more residential lots) in Improvement Area No. 2.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Marketplace Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
“Official Statement” means the final Official Statement dated __________, 2024, executed by the City in connection with the issuance of the Bonds.
“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds. “Property” means, as of the date of determination, (i) the property owned by the Property Owner or any Affiliate in Improvement Area No. 2 of the District, and (ii) the property in Improvement Area No. 2 of the District that the Property Owner sold to a Major Owner who has not assumed the undertakings of this Disclosure Certificate under Section 7(b) with respect to such property. “Report Date” means (a) March 31 of each year, and (b) September 30 of each year. “Semi-Annual Report” means any Semi-Annual Report provided by the Property Owner pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Special Taxes” means the special taxes of the District levied by the City on the Property in Improvement Area No. 2.

Section 3. Provision of Semi-Annual Reports.
(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall, or upon written direction of the Property Owner the Dissemination Agent shall, not later than the Report Date, commencing March 31, 2025, provide to the MSRB, in an electronic format as prescribed by the MSRB, a Semi-Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the City. Not later than 15 calendar days prior to the Report Date, the Property Owner shall provide the Semi-Annual Report to the Dissemination Agent (if different from the Property Owner). The Property Owner shall provide a written certification with (or included as a part of) each Semi-Annual Report furnished to the Dissemination Agent (if different from the Property Owner), the Participating Underwriter and the City to the effect that such Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by it under this Disclosure Certificate. The Dissemination Agent, the Participating Underwriter, and the City may conclusively rely upon such certification of the Property Owner and shall have no duty or obligation to review the Semi-Annual Report. The Semi-Annual Report may be submitted as a single document or as separate documents comprising a package, and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate. (b) If the Dissemination Agent is not the Property Owner and it does not receive a Semi-Annual Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Property Owner that the Semi-Annual Report has not been provided as required under Section 3(a) above.

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Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Property Owner does not provide, or cause the Dissemination Agent to provide, a Semi-Annual Report to the MSRB by the Report Date as required in subsection (a) above, the Dissemination Agent shall provide a notice to the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter.
(c) The Dissemination Agent shall:
(i) determine prior to each Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of continuing disclosure reports; and (ii) to the extent the Semi-Annual Report has been furnished to it, file a report with the Property Owner (if the Dissemination Agent is other than the Property Owner), the City, and the Participating Underwriter certifying that the Semi-Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Semi-Annual Reports. Each Semi-Annual Report shall contain or incorporate by reference the information set forth in Exhibit A, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Property Owner or related public entities, which are available to the public on the MSRB’s internet web site or filed with the Securities and Exchange Commission. The Property Owner shall clearly identify each such other document so included by reference.

In addition to any of the information expressly required to be provided in Exhibit A, each Semi- Annual Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.
(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Property Owner and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Property Owner;
(ii) failure to pay any Special Taxes due with respect to the Property prior to the delinquency date, to the extent such failure is not promptly cured by the Property Owner upon discovery thereof;
(iii) filing of a lawsuit against the Property Owner or, if known, an Affiliate of the Property Owner, seeking damages which, if successful, could have a material and adverse impact on the Property Owner’s ability to pay Special Taxes prior to delinquency or to sell or develop the Property;
(iv) material damage to or destruction of any of the improvements on the Property; and (v) any payment default or other material default by the Property Owner that continues to exist beyond any applicable notice and cure periods on any loan with respect to the construction of improvements on the Property.

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(b) Whenever the Property Owner obtains knowledge of the occurrence of a Listed Event, the Property Owner shall as soon as possible determine if such event would be material under applicable Federal securities law.
(c) If the Property Owner determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Property Owner shall, or shall cause the Dissemination Agent to, within 10 business days file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Duration of Reporting Obligation.
(a) All of the Property Owner’s obligations hereunder shall commence on the date hereof and shall terminate (except as provided in Section 12) on the earliest to occur of the following:
(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or (ii) on the later of (A) the date that the Property in Improvement Area No. 2 of the District consists of fewer than 236 residential lots (or property intended to be subdivided into fewer than 236 residential lots) and (B) the date that 90% of the costs of the Backbone Infrastructure shown in the Status of Improvements Within Improvement Area No. 2 table under the caption “DEVELOPMENT OF PROPERTY IN IMPROVEMENT AREA NO. 2 – Infrastructure Development” in the Official Statement have been expended, or (iii) the date on which all of the Special Taxes attributable to the Property are prepaid in full.

The Property Owner shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property is conveyed to a person or entity that, upon such conveyance, will be a Major Owner, the obligations of the Property Owner hereunder with respect to the property conveyed to such Major Owner may be assumed by such Major Owner and the Property Owner’s obligations hereunder with respect to the property conveyed will be terminated. In order to effect such assumption, such Major Owner shall enter into an Assumption Agreement in form and substance substantially similar to this Disclosure Certificate. However, a Major Owner shall not be required to enter into an Assumption Agreement if such Major Owner is already a party to a continuing disclosure certificate in form and substance similar to this Disclosure Certificate with respect to the Bonds, and under which the property conveyed to such Major Owner will become subject to future semi-annual reports. As of the date hereof, the Property Owner has sold property, and is under contract to sell additional property, in Improvement Area No. 2 to Lennar Homes of California, LLC, a California limited liability company (“Lennar”). Lennar has entered into a continuing disclosure certificate wherein Lennar has agreed to provide information regarding the property Lennar owns in Improvement Area No. 2 (the “Lennar CDC’). The Lennar CDC specifically states that as additional property is acquired by Lennar from the Property Owner, such property automatically (and without the necessity of an Assumption Agreement) becomes subject to the Lennar CDC. Accordingly, so long as the Lennar CDC has not been terminated, as the Property Owner sells additional property to Lennar, the Property Owner shall be released from providing information on the property conveyed without requiring the execution of an Assumption Agreement.

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Section 8. Dissemination Agent. The Property Owner may, from time to time, with the written consent of the City, appoint or engage a Dissemination Agent to assist the Property Owner in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with the written consent of the City, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the Property Owner. The Dissemination Agent may resign by providing 30 days’ written notice to the District, the Property Owner, the City, and the Participating Underwriter.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Property Owner may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto):
(a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, or change in law;
(b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

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

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

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Property Owner agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding any loss, expense and liabilities due to the Dissemination Agent’s negligence or willful misconduct or failure to perform its duties hereunder. If the Dissemination Agent is not the Property Owner, the Dissemination Agent shall be paid compensation for its services provided hereunder from the Administrative Expense Fund established under the Indenture in accordance with the Dissemination Agent’s schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Property Owner, the Participating Underwriter,

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the Bond owners, or any other party. The obligations of the Property Owner under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by regular, overnight, or electronic mail as follows:

To the issuer: City of Sacramento
Historic City Hall
915 I Street, 3rd Floor
Sacramento, California 95814
Attn: City Treasurer
Email: [email protected]
Email: [email protected]

To the Participating Underwriter: Piper Sandler & Co.
2626 Fair Oaks Boulevard, Suite 100
Sacramento, CA 95864
Attention: Dennis McGuire
Email: [email protected]

To the Property Owner: The Greenbriar Project Owner, LLC c/o Integral Communities
888 San Clemente, Suite 100
Newport Beach, CA 92660
Attention: John Stanek
Email: [email protected]
[email protected]

Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Property Owner (its successors and assigns), the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. All obligations of the Property Owner hereunder shall be assumed by any legal successor to the obligations of the Property Owner as a result of a sale, merger, consolidation or other reorganization.

Date: __________, 2024

THE GREENBRIAR PROJECT OWNER, LLC,
a Delaware limited liability company
By:

Name:

Title:

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EXHIBIT A

SEMI-ANNUAL REPORT
[MARCH 31, ____ / SEPTEMBER 30, _____]
$________

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03 (IMPROVEMENTS) IMPROVEMENT AREA NO. 2
SPECIAL TAX BONDS, SERIES 2024
This Semi-Annual Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (The Greenbriar Project Owner, LLC) (the “Disclosure Certificate”) dated __________, 2024, executed by the undersigned (the “Property Owner”) in connection with the issuance by the City of Sacramento (the “City”) of the bonds captioned above (the “Bonds”) for Improvement Area No. 2 of its City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) (the “District”).

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

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

A. Description of the Property in Improvement Area No. 2 of the District (the “Property”) in substance and form similar to such information in the Official Statement for the Bonds. ________________________________________________________________________ ________________________________________________________________________ B. Updated information regarding land development activities with respect to the Property described in the Official Statement for the Bonds or the Semi-Annual Report last filed in accordance with the Disclosure Certificate.
________________________________________________________________________ ________________________________________________________________________ C. Status of any material changes to the description of land use or development entitlements for the Property described in the Official Statement for the Bonds or the Semi-Annual Report last filed in accordance with the Disclosure Certificate.
________________________________________________________________________ ________________________________________________________________________ D. Status of any land purchase contracts with regard to the Property, whether acquisition of land in Improvement Area No. 2 by the Property Owner or sales of land to other property owners (other than individual homeowners).
________________________________________________________________________ ________________________________________________________________________

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II. Legal and Financial Status of Property Owner
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any material change in the legal structure of the Property Owner or the financial condition and financing plan of the Property Owner that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement. To the extent that the ownership of the Property Owner has changed, describe all material terms of the new ownership structure. ________________________________________________________________________ ________________________________________________________________________ III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement. ________________________________________________________________________ ________________________________________________________________________ IV. Change in Relationship with Merchant Builders
To the extent a relationship exists between the Property Owner and a merchant builder, describe any material change in such relationship with respect to the construction, marketing and sale of homes within Improvement Area No. 2. To the extent that a new merchant builder has been engaged to carry out home construction, marketing and sales activity by the Property Owner in Improvement Area No. 2, fully describe all material terms of the relationship between the Property Owner and any such new merchant builder. ________________________________________________________________________ ________________________________________________________________________ V. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any other significant changes in the information relating to the Property Owner or the Property contained in the Official Statement under the heading “DEVELOPMENT OF PROPERTY IN IMPROVEMENT AREA NO. 2” (other than under the caption “Home Construction”), including an update to the table, “Status of Improvements Within Improvement Area No. 2” thereunder, and under the heading PROPERTY OWNERSHIP — The Developer” that would materially and adversely interfere with the Property Owner’s ability to develop and sell the Property as described in the Official Statement. ________________________________________________________________________ ________________________________________________________________________ VI. Status of Tax Payments
Describe status of payment of taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property owned by the Property Owner and its Affiliates. ________________________________________________________________________ ________________________________________________________________________

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VII. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
________________________________________________________________________ ________________________________________________________________________ Certification
On behalf of the Property Owner, the undersigned officer or representative, based on actual knowledge after reasonable inquiry of employees of Property Owner and its Affiliates, hereby certifies that this Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by the Property Owner under the Disclosure Certificate.

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

OTHER THAN STATEMENTS MADE BY THE PROPERTY OWNER IN AN OFFICIAL RELEASE, OR

FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE PROPERTY OWNER. THE PROPERTY OWNER IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.

THE PROPERTY OWNER HAS NO OBLIGATION TO UPDATE THIS SEMI-ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated:

THE GREENBRIAR PROJECT OWNER, LLC,
a Delaware limited liability company
By:

Name:

Title:

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CONTINUING DISCLOSURE CERTIFICATE
(Lennar Homes of California, LLC, a California limited liability company)

This Continuing Disclosure Certificate (Lennar Homes of California, LLC, a California limited liability company) (this “Disclosure Certificate”) is executed and delivered by Lennar Homes of California, LLC, a California limited liability company, a California corporation (the “Property Owner”), in connection with the issuance by the City of Sacramento (the “City”) of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) Improvement Area No. 2 Special Tax Bonds, Series 2024 (the “Bonds”). The Bonds are being issued pursuant to Resolution No. ____-__ adopted by the Sacramento City Council on __________, 2024, and a Master Indenture, dated as of December 1, 2024 as supplemented by a First Supplemental Indenture dated as of December 1, 2024, each by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (collectively, the “Indenture”). The Property Owner covenants and agrees as follows:

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

Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined herein, the following capitalized terms shall have the following meanings:

“Affiliate” means any person presently directly (or indirectly through one or more intermediaries) under managerial control of the Property Owner, and about whom information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the proposed development of the Property or to the Property Owner’s ability to pay the Special Taxes levied on the Property prior to delinquency).

“Assumption Agreement” means an undertaking of a Major Owner, for the benefit of the holders and beneficial owners of the Bonds, containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the property in Improvement Area No. 2 acquired by the Major Owner), whereby such Major Owner agrees to provide semi- annual reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in Improvement Area No. 2 owned by such Major Owner and, at the option of the Property Owner or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 12 hereof.

“Dissemination Agent” means the Property Owner or an entity experienced in providing dissemination agent services such as those required under this Disclosure Certificate designated by the Property Owner to serve as the Dissemination Agent hereunder and who has accepted such obligation in writing, and for which the Property Owner has filed with the City and the Participating Underwriter notice of such designation and acceptance.

“District” means City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements).

“Improvement Area No. 2” means Improvement Area No. 2 of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements).

“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

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“Major Owner” means, as of any date of calculation, an owner of land, and together with any Affiliates, who owns 236 or more residential lots (or property intended to be subdivided into 236 or more residential lots) in Improvement Area No. 2.

“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Marketplace Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.

“Official Statement” means the final Official Statement dated __________, 2024, executed by the City in connection with the issuance of the Bonds.

“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds.

“Property” means (i) the property owned by the Property Owner in Improvement Area No. 2 of the District, and (ii) the property in Improvement Area No. 2 of the District that the Property Owner sold to a Major Owner who has not assumed the undertakings of this Disclosure Certificate under Section 7(b) with respect to such property.

“Report Date” means (a) March 31 of each year, and (b) September 30 of each year.

“Semi-Annual Report” means any Semi-Annual Report provided by the Property Owner pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Special Taxes” means the special taxes of the District levied by the City on the Property.

Section 3. Provision of Semi-Annual Reports.

(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall, or upon written direction of the Property Owner the Dissemination Agent shall, not later than the Report Date, commencing March 31, 2025, provide to the MSRB, in an electronic format as prescribed by the MSRB, a Semi-Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the City. Not later than 15 calendar days prior to the Report Date, the Property Owner shall provide the Semi-Annual Report to the Dissemination Agent (if different from the Property Owner). The Property Owner shall provide a written certification with (or included as a part of) each Semi-Annual Report furnished to the Dissemination Agent (if different from the Property Owner), the Participating Underwriter and the City to the effect that such Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by it under this Disclosure Certificate. The Dissemination Agent, the Participating Underwriter, and the City may conclusively rely upon such certification of the Property Owner and shall have no duty or obligation to review the Semi-Annual Report. The Semi-Annual Report may be submitted as a single document or as separate documents comprising a package, and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate.

(b) If the Dissemination Agent is not the Property Owner and it does not receive a Semi-Annual Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Property Owner that the Semi-Annual Report has not been provided as required under Section 3(a) above.

The reminder notice shall instruct the Property Owner to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 7 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Property Owner does not provide, or cause the Dissemination Agent to provide, a Semi-Annual Report to the MSRB by the Report Date as required in subsection (a) above, the Dissemination Agent shall

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provide a notice to the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter.

(i) determine prior to each Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of continuing disclosure reports; and

(ii) to the extent the Semi-Annual Report has been furnished to it, file a report with the Property Owner (if the Dissemination Agent is other than the Property Owner), the City, and the Participating Underwriter certifying that the Semi-Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 5. Reporting of Significant Events.

(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:

(i) bankruptcy or insolvency proceedings commenced by or against the Property Owner and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Property Owner;

(ii) failure to pay any Special Taxes due with respect to the Property prior to the delinquency date, to the extent such failure is not promptly cured by the Property Owner upon discovery thereof;

(iii) filing of a lawsuit against the Property Owner or, if known, an Affiliate of the Property Owner, seeking damages which, if successful, could have a material and adverse impact on the Property Owner’s ability to pay Special Taxes prior to delinquency or to sell or develop the Property;

(iv) material damage to or destruction of any of the improvements on the Property; and

(v) any payment default or other material default by the Property Owner that continues to exist beyond any applicable notice and cure periods on any loan with respect to the construction of improvements on the Property.

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(c) If the Property Owner determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Property Owner shall, or shall cause the Dissemination Agent to, within 10 business days file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter.

Section 7. Duration of Reporting Obligation.

(a) All of the Property Owner’s obligations hereunder shall commence on the date hereof and shall terminate (except as provided in Section 12) on the earliest to occur of the following:

(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or

(ii) at such time as the Property in Improvement Area No. 2 of the District owned by the Property Owner or any Affiliate, or under contract to be acquired by the Property Owner as of the date of issuance of the Bonds, is fewer than 236 residential lots (or property intended to be subdivided into fewer than 236 residential lots) in Improvement Area No. 2, or

(iii) the date on which the Property Owner prepays in full all of the Special Taxes attributable to the Property.

The Property Owner shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5.

(b) If a portion of the Property is conveyed to a person or entity that, upon such conveyance, will be a Major Owner, the obligations of the Property Owner hereunder with respect to the property conveyed to such Major Owner may be assumed by such Major Owner and the Property Owner’s obligations hereunder with respect to the property conveyed will be terminated. In order to effect such assumption, such Major Owner shall enter into an Assumption Agreement in form and substance substantially similar to this Disclosure Certificate. As of the date hereof, the Property Owner has acquired property, and is under contract to acquire additional property, in Improvement Area No. 2 from The Greenbriar Project Owner, LLC, a Delaware limited liability company (“Greenbriar”). Greenbriar has entered into a continuing disclosure certificate wherein Greenbriar has agreed to provide information regarding the property Greenbriar owns in Improvement Area No. 2 (the “Greenbriar CDC’). The Greenbriar CDC specifically states that as additional property is acquired by Property Owner from Greenbriar, such property automatically (and without the necessity of an Assumption Agreement) becomes subject to this Disclosure Certificate. Accordingly, so long as this Disclosure Certificate has not been terminated, as Property Owner acquires additional property from Greenbriar, Greenbriar shall be released from providing information on the property conveyed without requiring the execution of an Assumption Agreement.

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Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto):

(a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, or change in law;

(b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

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Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by regular, overnight, or electronic mail as follows:

To the issuer: City of Sacramento
Historic City Hall
915 I Street, 3rd Floor
Sacramento, California 95814
Attn: City Treasurer
Email: [email protected]
Email: [email protected]

To the Participating Underwriter: Piper Sandler & Co.
2626 Fair Oaks Boulevard, Suite 100
Sacramento, CA 95864
Attention: Dennis McGuire
Email: [email protected]

To the Property Owner: Lennar Homes of California, LLC, a California limited liability company
1025 Creekside Ridge Drive , Suite 240
Roseville, CA 95678
Attention: Jack Sevey
Email: [email protected]

Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Date: __________, 2024

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company

By: ___________________

Name: ___________________

Title: ___________________

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EXHIBIT A

SEMI-ANNUAL REPORT

[MARCH 31, ____ / SEPTEMBER 30, _____]

$_________

CITY OF SACRAMENTO
GREENBRIAR COMMUNITY FACILITIES DISTRICT NO. 2018-03 (IMPROVEMENTS) IMPROVEMENT AREA NO. 2
SPECIAL TAX BONDS, SERIES 2024

This Semi-Annual Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (Lennar Homes of California, LLC, a California limited liability company) (the “Disclosure Certificate”) dated __________, 2024, executed by the undersigned (the “Property Owner”) in connection with the issuance by the City of Sacramento (the “City”) of the bonds captioned above (the “Bonds”) for Improvement Area No. 2 of its City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) (the “District”).

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

I. Property Ownership and Development

The information in this section is provided as of ____________________ (this date must be not more than 60 days before the Report Date of this Semi-Annual Report).

A. Description of the Property currently owned by the Property Owner in Improvement Area No. 2 of the District (the “Property”) in substance and form similar to such information in the Official Statement for the Bonds.

________________________________________________________________________ ________________________________________________________________________

B. Updated information regarding land development and home construction activities with respect to the Property described in the Official Statement for the Bonds or the Semi-Annual Report last filed in accordance with the Disclosure Certificate. Such information shall include, for the period covered by this Semi-Annual Report and cumulatively, the number of lots acquired from Greenbriar, the number of building permits issued, the number of homes sold and the number of homes closed to individuals.

________________________________________________________________________ ________________________________________________________________________

C. Status of any material changes to the description of land use or development entitlements for the Property described in the Official Statement for the Bonds or the Semi-Annual Report last filed in accordance with the Disclosure Certificate.

________________________________________________________________________ ________________________________________________________________________

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D. Other than as covered in Section B above, the status of any land purchase contracts with regard to the Property, whether acquisition of land in Improvement Area No. 2 by the Property Owner or sales of land to other property owners (other than individual homeowners). ________________________________________________________________________ ________________________________________________________________________

II. Legal and Financial Status of Property Owner

Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any material change in the legal structure of the Property Owner or the financial condition and financing plan of the Property Owner that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement. To the extent that the ownership of the Property Owner has changed, describe all material terms of the new ownership structure.

________________________________________________________________________ ________________________________________________________________________

III. Change in Development or Financing Plans

Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement. ________________________________________________________________________ ________________________________________________________________________

IV. Official Statement Updates

Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any other significant changes in the information relating to the Property Owner or the Property contained in the Official Statement under the heading “DEVELOPMENT OF PROPERTY IN IMPROVEMENT AREA NO. 2—Home Construction” and under the heading PROPERTY OWNERSHIP — Lennar Homes of California, LLC, a California limited liability company” that would materially and adversely interfere with the Property Owner’s ability to develop and sell the Property as described in the Official Statement.
________________________________________________________________________ ________________________________________________________________________

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V. Status of Tax Payments

Describe status of payment of taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property owned by the Property Owner and its Affiliates.

________________________________________________________________________ ________________________________________________________________________

VI. Other Material Information

In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

________________________________________________________________________ ________________________________________________________________________

Certification

On behalf of the Property Owner, the undersigned officer or representative, based on actual knowledge after reasonable inquiry of employees of Property Owner and its Affiliates, hereby certifies that this Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by the Property Owner under the Disclosure Certificate.

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

OTHER THAN STATEMENTS MADE BY THE PROPERTY OWNER IN AN OFFICIAL RELEASE, OR

THE PROPERTY OWNER HAS NO OBLIGATION TO UPDATE THIS SEMI-ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated:

LENNAR HOMES OF CALIFORNIA, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, a California corporation

By: ___________________

Name: ___________________

Title: ___________________

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APPENDIX H

BOOK-ENTRY ONLY SYSTEM
The information in this section concerning DTC and DTC’s book-entry only system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, premium, if any, accreted value and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC to the City which the City believes to be reliable, but the City and the Underwriter do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof. Neither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered Bond will be issued for each annual maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited through the facilities of DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

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

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts

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such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being prepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Bond Holder shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Trustee’s DTC account.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, physical certificates are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered to DTC.

THE PAYING AGENT, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY

FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY

ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE

VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE.

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APPENDIX I

MARKET ABSORPTION REPORT

4882-5112-4216v3/022536-0032

CITY CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate dated as of December 1, 2024 (this “Certificate”), is executed and delivered by the City of Sacramento, a California municipal corporation and charter city (the “Issuer”), in connection with the issuance of the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements) Improvement Area No. 2, Special Tax Bonds, Series 2024 (the “Bonds”). The Bonds are being issued under Resolution No. ____-____ adopted by the Sacramento City Council on __________, 2024, and a Master Indenture, dated as of December 1, 2024, as supplemented by a First Supplemental Indenture dated as of December 1, 2024 (collectively, the “Indenture”), each between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Issuer hereby covenants as follows:

2. Definitions. In addition to the definitions set forth in the Indenture and the Rate and Method of Apportionment, which apply to any capitalized term used in this Certificate unless the term is otherwise defined in this section 2, the following capitalized terms have the following meanings:
 “Annual Report” means any annual report that meets the criteria in section 4 and is provided by the Issuer under section 3.
 “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including a person holding Bond through a nominee, depository, or other intermediary); or (b) is treated as the owner of any Bond for federal income-tax purposes.  “Dissemination Agent” initially means the Issuer, and thereafter it means any successor Dissemination Agent the Issuer designates in writing.  “District” means the City of Sacramento Greenbriar Community Facilities District No. 2018-03 (Improvements).
 “EMMA” means the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board, which can be found at www.emma.msrb.org, or any other repository of disclosure information the Securities and Exchange Commission may designate in the future.
 “Fiscal Year” means the Issuer’s fiscal year, which begins on July 1 and ends the following June 30.
 “Improvement Area No. 2” means Improvement Area No. 2 of the District.

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 “Listed Event” means any of the events listed in section 5 below.  “MSRB” means the Municipal Securities Rulemaking Board.  “Official Statement” means the Issuer’s official statement with respect to the Bonds.  “Participating Underwriter” means Piper Sandler & Co.  “Rate and Method of Apportionment” means the Second Amended and Restated Rate and Method of Apportionment of Special Tax for Improvement Area No. 2 approved by the Resolution of Formation.
 “Resolution of Formation” means the Resolution adopted by the Sacramento City Council on March 12, 2024, and designated as Resolution No. 2024-0074, by which the City undertook change proceedings with respect to Improvement Area No. 2.  “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

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Agent shall send a notice in a timely manner to EMMA, in the form required by EMMA.
(d) If the Dissemination Agent is other than the Issuer, then the Dissemination Agent shall—
(1) determine each year, before the date for providing the Annual Report, the name and address of the repository if other than the MSRB through EMMA; and (2) file a report with the Issuer, promptly after receipt of the Annual Report, certifying that the Annual Report has been provided to EMMA and the date it was provided.
(e) Notwithstanding any other provision of this Certificate, all filings must be made in accordance with the EMMA system or in another manner approved under the Rule.

4. Content of Annual Reports. The first Annual Report due on March 31, 2025 shall consist of the Official Statement and the Issuer’s audited financial statements as described in Section 4(a) below. Thereafter, the Annual Reports shall contain or incorporate by reference the following:
(a) Financial Statements. The Issuer’s audited financial statements for the most recent Fiscal Year then ended. If audited financial statements are not available by the time the Annual Report is required to be filed by section 3, then the Annual Report must contain unaudited financial statements, and the audited financial statements must be filed in the same manner as the Annual Report when they become available. (b) Financial and Operating Data. The Annual Report must contain or incorporate by reference the following information except to the extent the information is included in the Issuer’s audited financial statements or in a report to the California Debt and Investment Advisory Commission that has been uploaded to EMMA:
(1) Balances in each of the following funds established under the Indenture as of the close of the prior fiscal year:
(A) The Bond Redemption Fund (with a statement of the debt-service requirement to be discharged by the fund before the receipt of expected additional Special Tax revenue, i.e., the Debt Service due on the following September 1).
(B) The Bond Reserve Fund.
(2) The aggregate land assessed valuation and the aggregate improvement assessed valuation within Improvement Area No. 2 for the Fiscal Year in which the Annual Report is filed.
(3) A statement of the debt-service requirements for the Bonds for the prior Fiscal Year.

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(4) An update of the information in Table 4A of the Official Statement based on the assessed valuation of the Taxable Property within Improvement Area No. 2 for the Fiscal Year in which the Annual Report is filed, except that the Special Tax levy at buildout and the information with respect to overlapping land-secured debt need not be included.
(5) A statement of the actual Special Tax collections for Improvement Area No. 2 for the prior Fiscal Year.
(6) The following information (to the extent that it is no longer reported in the Issuer’s annual filings with the California Debt and Investment Advisory Commission regarding the Bonds):
(A) The Required Bond Reserve for the prior Fiscal Year. (B) A statement as to the status of any foreclosure actions with respect to delinquent payments of the Special Tax.
(C) A statement of any discontinuance of the County’s Teeter Plan with respect to any Taxable Parcel.
(c) Any or all of the items listed in section 4(a) or 4(b) may be included by specific reference to other documents (including official statements of debt issues of the Issuer or related public entities) that have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available through EMMA. The Issuer shall clearly identify each document included by reference.

5. Reporting of Significant Events.
(a) The Issuer shall give or cause the Dissemination Agent to give notice to the MSRB, through EMMA, not more than ten business days after the occurrence of any of the following events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Unscheduled draws on debt-service reserves reflecting financial difficulties. (3) Unscheduled draws on credit enhancements reflecting financial difficulties. (4) Substitution of credit or liquidity providers, or their failure to perform. (5) Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds.
(6) Defeasances.

5 4882-5112-4216v3/022536-0032
(7) Tender offers.
(8) Bankruptcy, insolvency, receivership, or similar proceedings.

Note: For the purposes of the event identified in section 5(a)(8), the event is considered to occur when any of the following occur: if a receiver, fiscal agent, or similar officer is appointed for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer; or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority; or if an order confirming a plan of reorganization, arrangement, or liquidation is entered by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer.
(9) Ratings changes.
(10) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.
(b) Additionally, the Issuer shall give or cause the Dissemination Agent to give notice to the MSRB, through EMMA, not more than ten business days after the occurrence of any of the following events with respect to the Bonds, if material:
(1) Unless described in section 5(a)(5), other notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other events affecting the tax status of the Bonds.
(2) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business; the entry into a definitive agreement to undertake such an action; or the termination of a definitive agreement relating to any such actions, other than under its terms.
(3) Appointment of a successor or additional fiscal agent or the change of the name of a fiscal agent.
(4) Nonpayment related defaults.
(5) Modifications to the rights of Bondholders.
(6) Bond calls.
(7) Release, substitution, or sale of property securing repayment of the Bonds.

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(8) Incurrence of a financial obligation of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect Bondholders.
(c) For purposes of the events identified in section 5(a)(10) or 5(b)(8), “financial obligation” means a (1) debt obligation; (2) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (3) guarantee of (1) or (2). “Financial obligation” does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
(d) If the Issuer’s Fiscal Year changes, then the Issuer shall report or shall instruct the Dissemination Agent to report the change in the same manner and to the same parties as a Listed Event would be reported under this section 5. (e) The undertaking set forth in this Certificate is the Issuer’s responsibility. The Dissemination Agent, if other than the Issuer, is not responsible for determining whether the Issuer’s instructions to the Dissemination Agent under this section 5 comply with the Rule.

7 4882-5112-4216v3/022536-0032
requirements of the Rule as of the date of this Certificate, after taking into account any amendments or interpretations of the Rule as well as any change in circumstances.
(3) The amendment or waiver either (A) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders or (B) does not, in the determination of the Issuer, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
(b) To the extent any amendment to this Certificate results in a change in the type of financial information or operating data provided under this Certificate, the first Annual Report provided after the change must include a narrative explanation of the reasons for the amendment and the effect of the change on the type of operating data or financial information being provided.
(c) If an amendment is made to the basis on which financial statements are prepared, the Annual Report for the year in which the change is made must present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison must include both a quantitative discussion and, to the extent reasonably feasible, a qualitative discussion of the differences in the accounting principles and the effect of the change in the accounting principles on the presentation of the financial information.

8 4882-5112-4216v3/022536-0032

11. Duties, Immunities, and Liabilities of Dissemination Agent. (a) Where an entity other than the Issuer is acting as the Dissemination Agent, the Dissemination Agent will have only the duties expressly set forth in this Certificate, and the Issuer shall indemnify and save the Dissemination Agent and its officers, directors, employees, and agents harmless against all losses, expenses, and liabilities that arise out of, or in the exercise or performance of, their powers and duties under this Certificate, including reasonable attorney’s fees and other expenses of defending against any claim of liability, but excluding losses, expenses, and liabilities due to the Dissemination Agent’s negligence or willful misconduct. (b) Except as provided in section 11(a), the Issuer shall pay any Dissemination Agent (1) compensation for its services provided under this Certificate in accordance with an agreed-upon schedule of fees; and (2) all expenses, legal fees, and advances made or incurred by the Dissemination Agent in the performance of its duties under this Certificate.
(c) The Dissemination Agent has no duty or obligation to review any information the Issuer provides to it under this Certificate. The Issuer’s obligations under this section 11 will survive the Dissemination Agent’s resignation or removal and payment of the Bonds. No person has any right to commence any action against the Dissemination Agent for any remedy other than specific performance of this Certificate. The Dissemination Agent is not liable under any circumstances for monetary damages to any person for any breach under this Certificate.

14. Effective Date. This Certificate is effective as of the date and year set forth above in the preamble.

CITY OF SACRAMENTO
By:

John P. Colville Jr., City Treasurer

AMENDMENT NO. 1 TO

AGREEMENT FOR BOND-COUNSEL SERVICES
Greenbriar Community Facilities District No. 2018-03 (Improvements) Improvement Area No. 2
Special Tax Bonds, Series 2024
This Amendment No. 1, dated November 1, 2024, for identification, amends that certain Agreement for Bond-Counsel Services, dated October 1, 2021 (City Agreement No. 2022-0358) (the "Original Agreement"), between the CITY OF SACRAMENTO, a California municipal corporation and charter city (the "City"); and JONES HALL, A PROFESSIONAL LAW CORPORATION ("Jones Hall").

Background
The Original Agreement was dated October 1, 2021, given the anticipated issuance by the City of its Greenbriar Community Facilities District No. 2018-03 (Improvements) Improvement Area No. 2 Special Tax Bonds in 2022 (referred to in the Original Agreement as the "Bonds").

The issuance of the Bonds is now anticipated to occur in December 2024, although it may occur thereafter as well.

To compensate Jones Hall for the additional time and expense involved with the delays in the issuance of the Bonds, City and Jones Hall wish to amend the Original Agreement via execution and delivery of this Amendment No. 1. The Original Agreement, as amended by this Amendment No. 1, shall be referred to as the "Agreement." With these background facts in mind, the parties hereby agree as follows:

1. Amendment to Section 5.1. The limitation on the total compensation provided to Jones Hall pursuant to the Agreement shall be increased from $100,000 to $115,000.

2. No Other Changes. Except as set forth in Section 1 above, there are no other changes to the Original Agreement.

3. Effective Date. This agreement is effective on the date both parties have signed it, as indicated by the dates in the signature blocks on the next page, which may be provided via DocuSign or other electronic signature.
(Signature Page Follows)
Amendment No. 1 to Agreement for Bond-Counsel Services I Page 1 of 2 City of Sacramento
By:

Matthew Ruyak
Assistant City Attorney
Attest
Sacramento City Clerk
By:

Signature
Approved as to Form
Sacramento City Attorney
By:

Jeffrey L. Massey
Senior Deputy City Attorney
Jones Hall, A Professional Law Corporation
By:

J es A. Wawrzyniak, Jr.

Vice President
Amendment No. 1 to Agreement for Bond-Counsel Services I Page 2 of 2

Bay Area/Corporate Office
140 Town & Country Drive, Suite F
Danville, CA 94526
p: 925 855-4950 / f: 925 855-4951
Sacramento/Central Valley Office
111 Woodmere Road, Suite 140
Folsom, CA 95630
p: 916 357-5860 / f: 916 357-5868

AN APPRAISAL REPORT OF

Greenbriar Community Facilities District No. 2018-03
Improvement Area #2
NWQ of Interstate 5 and State Highway 99
Sacramento, California 95835

Real Estate Appraisal
and Consulting
www.smithassociatesinc.com

Bay Area/Corporate Office Sacr amento/Central Valley Office 140 Town & Country Drive, Suite F 111 Woodmere Road, Suite 140 Danville, CA 94526 Folsom, CA 95630
Phone 925 855-4950 Phone 916 357-5860
Fax 925 855-4951 Fax 916 357-5868

November 12, 2024

Mr. Bill Sinclair
Real Property Agent
City of Sacramento, Department of Public Works
915 “I” Street, 2nd Floor
Sacramento, CA 95814

RE: Greenbriar Community Facilit ies District No. 2018-03, Improvement Area #2 NWQ of Interstate 5 and State Highway 99
Sacramento, CA 95835

Dear Mr. Sinclair:

This appraisal report for Greenbriar Community Facilities Distr ict No. 2018-3, Improvement Area #2 (the “CFD”) is written in conformance with the requirements set fort h under Standards Rule 2-2(a) of the U n i f o r m S t a n d a r d s o f P r o f e s s i o n a l A p p r a i s a l P r a c t i c e ( U S P A P ) a nd the Appraisal Standards for Land Secured Financing, published by the California Debt and Investment Advisory Commission (2004). The CFD has been established to create a land-secured funding mechanism for authorized facilities, which may include fees paid for those facilities.

The subject property is generally located along the northwest quadrant of Interstate 5 and State Highway 99 in the Natomas community of the City of Sacramento. This project area encompasses a total land area of approximately 296.00 gross acres generally allocated among 127.1 acres identified for the development of 1,177 residential lots, 9.2 acres identified for the development of 331 multi-family residential units with the balance for commercial uses and non-revenue generating parcels.

According to the Scope of Work, this analysis includes only the 127.1 acres for development of 1,177 residential lots. Values are not identified for the multi-family residential components or the commercial components. In addition, non-revenue generating land uses are i d e n t i f i e d i n t h i s a n a l y s i s , b u t n o contributing value is assigned.

T h e r e v e n u e g e n e r a t i n g p a r c e l s f o r t h i s p r o j e c t a r e c o m p r i s e d of 1,177 residential lots under the ownership identified as Greenbriar Phase 2, LLC and Lennar Homes of California, LLC. Site improvements and vertical improvements were underway as of the effective dat e o f v a l u a t i o n . T h i s i n c l u d e s 1 7 completed model homes under the Lennar ownership. T h e f o c a l p o i n t o f t h i s p r o j e c t r e f l e c t s t h e approximate 21.00 acre, man-made lake toward the center of this project. Entitlements for the proposed development as described in this report were secured as of the effective date of valuation.

Mr. Bill Sinclair
City of Sacramento
Page Two

Proposed lots for this project range in lot size with minimum sizes at 2,788 square feet (41’ x 68’) to 5,500 square feet (55’ x 100’). The following table summarizes these lots based on their lot size and project reference.

It is clearly noted that the developer has recently incorporated a village into this district (IA-2) which is located in the Phase 1 portion of this project. In that the Ph ase 2 portion of this project already includes Village 14, references to the project area (located in Phase 1) is noted as Village 14/20 throughout this report.

The table noted above is a consolidated summary for all the det ached residential lots included in this analysis. All of these lots are for detached, market rate home s. Affordable housing requirements are satisfied with the approval of the Mixed-Income Strategy with t he City of Sacramento. Essentially, the construction of 189 affordable units for senior residents (APN 201-0300-180) whose income does not exceed 80% of AMI for Sacramento County, fulfills this requirement. The only caveat is that the developer obtains a building permit for this project prior to issuance of 65% of the building permits for 2,425 market rate units (Total Project, Including Phase 2). This equates to 1,576 permits. However, since the building permit has been issued for this component, no restrictions are applicable to the subject property.

Non-revenue generating land uses for this project are excluded from valuation. In addition, the multi- family projects, as well as the regional shopping center site, and the community commercial site are not included as part of this scope o f work. While no specific value is assigned for the man-made lake, the orientation within the community creates enhancement to the residential lots, especially those with direct frontage.

The purpose of this report is to provide an opinion of market value based on the hypothetical condition t h a t a s o f t h e e f f e c t i v e d a t e o f v a l u a t i o n , t h e B o n d s h a d j u s t been sold and the properties were encumbered by CFD Bonds supported by Special Taxes as described herein. The market value estimate accounts for the impact of the lien of the Special Tax securing the Bonds.

PROJECT DIMENSIONS LOT SIZE (SF) # LOTS VILLAGES
SHOR 41' x 68' 2,788 193 1, 2
LAKELET 41' x 90' 3,690 173 4, 5, 11
WATERSYDE 50' x 80' 4,000 153 3, 6, 8
WAVMOR 45' x 100' 4,500 163 14, 15, 16, 17
CRESTVUE 55' x 85' 4,675 138 7, 9, 10
BLEAU 50' x 100' 5,000 110 12, 13
DRIFTON 55' x 110' 5,500 108 18, 19
V14/20 41' x 90' 3,690 139 14/20
PROJECT 1,177

Mr. Bill Sinclair
City of Sacramento
Page Three

The intended use of this report is for bond underwriting purpos es. The Client is the City of Sacramento.

The intended users are the City of Sacramento and its associate d finance team. The appraisal is not i n t e n d e d f o r a n y o t h e r u s e o r u s e r . N o p a r t y o r p a r t i e s o t h e r t h a n t h e C i t y o f S a c r a m e n t o a n d i t s associated finance team may use or rely on the information, opi nions, and conclusions contained in this report.

Based on the analysis described in the attached report, in conn ection with the Assumptions and Limiting Conditions, and the Hypothetical Conditions, as of September 25 , 2024, the effective date of valuation, my opinion of the cumulative, or aggregate value of the appraised properties, is as follows.

ENTITY AGGREGATE MARKET VALUE
Hypothetical Market Value
Greenbriar Phase 2, LLC
969 Lots
$79,880,000

Hypothetical Market Value
Lennar Homes of California, LLC
208 Lots/Homes (A)
$54,725,000
Aggregate, or Cumulative, Value of Appraised Properties $134,605,000

(A) T h i s c o m p o n e n t c o m p r i s e d o f f i n i s h e d l o t s , a s w e l l a s 1 7 c o m p l eted model homes, 9 production homes with final permits, as well as permits and fees paid on their remaining lots as of the effective date of valuation.

The value noted above is presented in conjunction with the Hypothetical Condition that as of the effective date of valuation, the Bonds had just been sold and the properties were encumbered by CFD Bonds supported by Special Taxes as described herein. The estimate of market value, by ownership, accounts for the impact of the proposed lien of the special taxes securing the bonds.

Please feel free to call if there are any questions regarding this assignment.

Respectfully submitted,

SMITH & ASSOCIATES, INC.

John E. Carrothers, MAI
State Certified General Real Estate Appraiser
California AG014187, Exp. 04/11/2025

SUBJECT PHOTOGRAPHS

Village 14/20 (Nearly Completed Models) Village 14/20 Lots

Village 14/20 (Homes Under Const ruction) Village 14/20 (Homes Under Construction)

Village 14/20 Village 14/20

SUBJECT PHOTOGRAPHS

Subject Project Subject Project

Lots under Construction Lots Under Construction

Completed Model Complex Homes Under Construction

SUBJECT PHOTOGRAPHS

Homes Under Construction Homes Under Construction

Northlake Elementary School Northlake Elementary School

Southern End of Phase 2 Finished Lots

SUBJECT PHOTOGRAPHS

Northlake Elementary School Homes Under Construction

Lots Under Construction Lots Under Construction

Project Aerial of Phase 2 (Depicts project prior to Construction)

View of Village 14/20 Under Construction

View of Entire Northlake Community (Phase 1 and Phase 2)

TABLE OF CONTENTS

Summary of Salient Facts ................................................................................................................. 1 Extraordinary Assumptions and Hypothetical Conditions ............................................................... 4

PART 1 – INTRODUCTION
Identification of the Subject Property ................................................................................ 5 Scope of Work ..................................................................................................................... 7 Property Rights Appraised .................................................................................................. 8 Purpose, Intended Use and Intended User of the Appraisal .............................................. 8 Definition of Market Value ................................................................................................. 9 Ownership and History of the Property .............................................................................. 9

PART 2 – LOCATION AND PROPERTY DESCRIPTIONS
Regional Description ......................................................................................................... 12 Area Description ............................................................................................................... 21 Site Description ................................................................................................................. 31 Improvement Description ................................................................................................. 97

PART 3 – MARKET ANALYSIS AND HIGHEST AND BEST USE
Market Analysis ................................................................................................................. 99 Highest and Best Use ...................................................................................................... 141

PART 4 – METHODOLOGY AND VALUATION
Methodology ................................................................................................................... 144 Revenue Projections – Finished Lots
Sales Compariso n Approach .............................................................................. 146 Income Approach .............................................. ................................................. 155 Reconciliation – Income Approach ............................. ....................................... 173 Reconciliation – Total Revenues .............................. .......................................... 173 Hypothetical Market Value
208 Lots – Lennar Ho mes of California .............................................................. 174 969 Residential Lots – Gre enbriar Phase 2, LLC ................................................. 181 Reconciliation ..................................................................................................... 190

ADDENDA
Preliminary Title Report
Summary of Infrastructure Costs
Market Absorption Study
Village 14A Final Map
ULOP Report

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SUMMARY OF SALIENT FACTS

Property Type: Greenbriar Commu nity Facilities District No. 201 8-03, Improvement Area #2

Property Address/Location: The subject property is generally located along the NWQ of Interstate 5 and State Highway 99. It lies south of Elkhorn Boulevard, east of Lone Tree Road (Private Road) and south of the proposed Shore Vista Way. It is in the City of Sacramento and Zip Code 95835.

APN/Legal Description: Refer to the Identification of the Subject Property Section of this report.

Site Description: The subject property is generally located along the northwest quadrant of Interstate 5 and State Highway 99 in the Natomas community of the City of Sacramento. This project area
encompasses a total land area of approximately 296.00 gross acres generally allocated among 127.1 acres identified for the development of 1,177 residential lots, 9.2 acres identified for the d e v e l o p m e n t o f 3 3 1 m u l t i - f a m i l y r e s i d e n t i a l u n i t s w i t h t h e balance for commercial uses and non-revenue generating
parcels.

According to the Scope of Work, this analysis includes only th e 127.1 acres for development of 1,177 residential lots. Values are not identified for the multi-family residential components or the commercial components. In addition, non-revenue generating land uses are identified in this analysis, but no contributing values are assigned.

The revenue generating parcels for this project are comprised of 1,177 residential lots under the ownership identified as G r e e n b r i a r P h a s e 2 , L L C a n d L e n n a r H o m e s o f C a l i f o r n i a . S i t e improvements and vertical impr ovements were underway as of the effective date of valuation. This includes 17 completed model homes under the Lennar ownership. The focal point of this project reflects the approximate 21.00 acre, man-made lake toward the center of this project. Entitlements for the proposed development as described in this report were secured as of the effective date of valuation.

Proposed lots for this project range in lot size with minimum sizes at 2,788 square feet (41’ x 68’) to 5,500 square feet (55’ x 10 0’).

The following table summarizes these lots based on their lot size and project reference.

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SUMMARY OF SALIENT FACTS (Continued)

Site Description (Continued): T h e t a b l e n o t e d a b o v e i s a c o n s o l i d a t e d s u m m a r y f o r a l l t h e d e t ach e d re sid e n t ial lot s in c lud e d in this an alysis. All of t hese lots are for detached, market rate homes. Affordable housing requirements are satisfied with the approval of the Mixed- I n c o m e S t r a t e g y w i t h t h e C i t y o f S a c r a m e n t o . E s s e n t i a l l y , t h e construction of 189 affordable uni ts for senior residents (APN 201-0300-180) whose income does not exceed 80% of AMI for Sacramento County, fulfills this requirement. The only caveat i s that the developer obtains a building permit for this project prior to issuance of 65% of the buildi ng permits for 2,425 market rate units (Total Project, Including Phase 2). This equates to 1,576 permits. However, since the building permit has been issued for this component, no restrictions are applicable to the subject property.

Flood Zone: According to the Federal Emerg ency Management Agency Flood Insurance Rate Maps (FIRM), Community-Panel Number 06067C- 0045J, with an effective date of June 16, 2015, the subject p rop e rt y is id e n t ifie d in Zon e A99. I n th is z on e , t he b ase flood elevation is the water-surface elevation of the 1% annual chance flood. The 1% annual chance flood (100-year flood), also known a s t h e b a s e f l o o d , i s t h e f l o o d t h a t h a s a 1 % c h a n c e o f b e i n g equaled or exceeded in any given year. Flood insurance is required.

Unusual Seismic Hazards: Special Publication 42 (Interim Revision 2007), Fault Rupture Hazard Zones in California, prepared by the California
Department of Conservation, California Geological Survey, describes active faults and fault zones pursuant to the Alquist - P r i o l o E a r t h q u a k e F a u l t Z o n i n g A c t . A c c o r d i n g t o S p e c i a l Publication 42, the subject property is not within or near an Alquist-Priolo special study zone.

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SUMMARY OF SALIENT FACTS (Continued)

Highest and Best Use: The legally permissible uses of the subject are limited to the land uses as currently approved (single-family residential). The Highest and Best use is for near-term single-family residential development.

Effective Date(s) of Valuation: September 25, 2024

VALUE CONCLUSION:

ENTITY AGGREGATE MARKET VALUE
Hypothetical Market Value
Greenbriar Phase 2, LLC
969 Lots
$79,880,000

Hypothetical Market Value
Lennar Homes of California, LLC
208 Lots/Homes (A)
$54,725,000
Aggregate, or Cumulative, Value of Appraised Properties $134,605,000

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EXTRAORDINARY ASSUMPTIONS

An assumption, directly related to a specific assignment, as of the effective date of the assignment results, could alter the appraiser’s opinions or conclusions if found to be false. Extraordinary assumptions presume as fact otherwise uncertain information about physical, legal, or economic characteristics of the subject property; or about conditions external to the property, such as market conditions or trends, or about the integrity of data used in an analysis. Extraordinary Assumptions specific to this assignment include the following:

1. According to the City of Sacramento, the master developer will receive reimbursement from Greenbriar Community Facilities District No. 2018-03, Improvement Area #2 Bond Proceeds in the amount not to exceed $30,257,802 related to school fees. According to the City of Sacramento, bonding capacity is limited to a 3:1 value-to-lien on the aggregate of the value of the district, by ownership. Based on the opinions of value presented in this Ap praisal Report, there is sufficient value to accommodate this bond district and therefore all authorized facilities are assumed paid and in place as of the effective date of valuation.

2. This appraisal assumes completion of the remaining flood protec tion projects, as stated in the ULOP report (included in the addenda of this report), within th e timelines stipulated within the ULOP report and that no suspension of development approvals wil l be necessary. Alternatively, if deadlines are not met, the City will seek and be granted legislative extensions by the Central Valley Flood Protection Board and development will continue for the subject project.

HYPOTHETICAL CONDITIONS

A condition, as directly related to a specific assignment, is c ontrary to what is known by the appraiser to exist on the effective date of the assignment results but used for the purpose of the analysis. Hypothetical conditions are contrary to known facts about physical, legal, o r economic characteristics of the subject property; or about conditions or trends; or about the integrity of data used in an analysis. Hypothetical Conditions specific to this assignment include the following:

1. The opinion of market value as of the effective date of valuation is based on the hypothetical condition that Bonds for Greenbriar Community Facilities Distri ct (CFD) No. 2018-03, Improvement Area #2 had just been sold and the properties were encumbered by the first series CFD Bonds supported by Special Taxes as described herein. The e stimate of market value, by ownership, accounts for the impact of the proposed lien of the special taxes securing the bonds.

It is clearly noted that the use of Extraordinary Assumptions a nd Hypothetical Conditions might affect the assignment results.

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PART 1 – INTRODUCTION

IDENTIFICATION OF THE SUBJECT PROPERTY

The subject properties reflect the parcels identified within th e Greenbriar Community Facilities District No 2018-3, Improvement Area #2. It is generally located along the NWQ of Interstate 5 and State Highway

99. It lies south of Elkhorn Boulevard, east of Lone Tree Road (Private Road) and south of the proposed S h o r e V i s t a W a y . I t i s i n t h e C i t y o f S a c r a m e n t o a n d Z i p C o d e 95835. An illustrative map of these properties is as follows.

The subject encompasses a total land area of approximately 296.02 gross acres. This includes properties beyond the scope of this assignment as the subject property is comprised of 127.1 net acres identified for the development of 1,177 residential lots. The subject properties are identified by the Sacramento County Assessor as numerous parcels. The overall descriptions are based on those identified from the Assessor’s office, as well as review of the Preliminary Title Report prepared by First American Title Company, dated June 14, 2024.

It is noted that this description includes only the components which comprise the 1,177 residential lots.

The other land uses within this district are summarized in the Site Description of this report.

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Descriptions for the twenty (20) residential villages are identified as follows.

T h e r e v e n u e g e n e r a t i n g p a r c e l s f o r t h i s p r o j e c t a r e c o m p r i s e d of 1,177 residential lots under the ownership identified as Greenbriar Phase 2, LLC, and Lennar Homes of California, LLC. Site improvements and vertical improvements were underway as of the effective dat e o f v a l u a t i o n . T h i s i n c l u d e s 1 7 completed model homes under the Lennar ownership. The focal poi n t o f t h i s p r o j e c t r e f l e c t s t h e approximate 21.00 acre, man-made lake toward the center of this project.

The legal description was identified in the Preliminary Title Report prepared by First American Title Company, dated June 14, 2024. T his description is lengthy, an d a copy of this report is included in the addenda of this report.

The subject property is currently vested for development of the proposed uses identified in this report.

This project identified as P11-083 was approved by the City of Sacramento in 2017 including the following:

1) Certification of the Environmental Impact Report including adoption of the mitigation monitoring and reporting program;
2) Approval of the Development Agreement;
3) Adoption of the 2017 Greenbriar Financing plan;
4) Resolution Authorizing Building Permits and Multi-Unit Dwelling s pursuant to Sacramento City Code Floodplain Management Regulations;
5) Directing the Greenbriar Development Impact Fees to be allocated to the North Natomas Regional Park;
6) Amending the General Plan Land Use and Urban Form Diagram to ch ange land use designations for various parcels consistent with the development project;

VILLAGE APN LEGAL
Village 1 201-1540-001..011 Lots 38..48
201-1540-026..061 Lots 1..6, 22..50
201-1600-001..017 Lots 7..21, 51..53
201-1510-045 Lot 3 Remainder
Village 2 201-1540-012..025 Lots 49..62
201-1510-033 Lot 4 Remainder
Village 3 201-1520-001..011 Lots 1..11
Village 4 201-1510-044 Lot 5 Remainder
Village 5 201-1550-001..003 Lots 63..65
201-1590-001..058 Lots 1..58
Village 6 201-1550-016..019 Lots 78..81
201-1640-001..050 Lots 1..50
Village 7 201-1530-001..026 Lots 12..37
Village 8 201-1550-010..015 Lots 72..77
201-1510-037 Lot 9 Remainder
Village 9 201-1550-004..009 Lots 66..71
201-1510-046 Lot 10 Remainder
Village 10 201-1550-020..035 Lots 26..41
201-1630-001..042, 044 Lots 1..25, 42..58, 11A
Village 11 201-1520-012..014 Lots 82..84
201-1510-040 Lot 12 Remainder
Village 12 201-1510-041 Lot 13 Remainder
Village 13 201-1510-014 Lot 14
Village 14 201-1510-016 Lot 16
Village 15 201-1510-042 Lot 18
Village 16 201-1510-017 Lot 17
Village 17 201-1570-001..046 Lots 1..46
Village 18 201-1580-001..059 Lots 1..59
Village 19 201-1510-043 Lot 21
Village 14/20 201-0300-179 Lots 1..80
(Portion) Lot X 8.785 AC 59 Lots

9.18 AC 49 Lots

11.2 AC
Recorded 10-14-2022, Book 443, Page 1Greenbriar Phase 2, Village 18

4.59 AC

5.4 AC 41 Lots
31 Lots
(Includes 2 lots in Village 15)

8.95 AC

5.05 AC
Greenbriar Phase 2, Village 17 Recorded 10-14-2022, Book 442, Pa ge 16 Recorded 3-1-2024, Book 454, Page 3
50 Lots
54 Lots
34 Lots

8.93 AC
Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1

7.67 AC 47 Lots
Greenbriar Phase 2, Village 10
60 Lots
Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1 Greenbriar Phase 2, Village 10 Recorded 3-1-2024, Book 454, Page 3

12.23 AC
75 Lots
Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1 68 Lots
Greenbriar Phase 2, Village 6
Recorded 8-1-2022, Book 440, Page 1
Recorded 3-15-2024, Book 454, Page 4
Greenbriar Phase 2, Village South
82 Lots
Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1 Greenbriar Phase 2, Village 5 Recorded 8-1-2022, Book 440, Page 2 Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1 Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1 Greenbriar Phase 1, Village 14A Recorded 5-6-2024, Book 455, Pag e 2

FINAL MAP
Greenbriar Phase 2, Village South
Greenbriar Phase 2, Village 1A

REFERENCE
Recorded 8-1-2022, Book 440, Page 1
Recorded 10-14-2022, Book 442, Page 15
Greenbriar Phase 2, Village 1A Recorded 10-14-2022, Book 442, Pa ge 15

4.39 AC 40 Lots
Greenbriar Phase 2, Village South Recorded 8-1-2022, Book 440, P age 1

9.73 AC

8.8 AC

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7) Amending the zoning of the project;
8) Amending the Planned Unit Development Guidelines;
9) Approving the Mixed-Income Housing Strategy;
10) Approving the tentative map and project design with conditions of approval.

This project is fully vested for development from both a planning and environmental viewpoint.

SCOPE OF WORK

This appraisal report is prepared in conjunction with the 2024 Uniform Standards of Professional Appraisal Practice as well as the Appraisal Standards for Land Secured Fi nancing published by the California Debt and Investment Advisory Commission (2004). Elements inherent with this process include the following:

1. Review of all documents provided to determine the purpose, intended use, and intended user of the appraisal report. Identify the appraisal problem and appropria te approaches to value necessary to provide credible results.

2. Complete a physical inspection of each of the properties from an exterior basis.

3. Research of the neighborhood, city and county factors was based on neighborhood analysis, information from local government sources, and data sources uti lized by Smith & Associates, Inc.

Through the research of this element along with meetings with c ity officials, the properties can be accurately described, and a market analysis conducted for each property type.

4. In developing the approaches to value, market data was used and verified. Data sources included in- house data files, brokers and agents, property owners, and other knowledgeable market participants.

Further data is generated from the City of Sacramento as to the debt for all existing properties in the analysis.

5. Review and analyze all pertinent data to determine the subject’ s highest and best use. Steps 1-4 noted above were considered with particular emphasis placed on current market conditions and trends.

6. A s s e m b l e a n d a n a l y z e t h e d a t a o u t l i n e d a b o v e a n d o p i n i o n s o f v alue formulated. The sales comparison approach and the extraction method will be utilized to develop the individual value for finished lots for each product type (based on lot size). Thes e values are reconciled, and opinions of value are identified for each village are noted. Values are then allocated per ownership including the 208 lots owned by Lennar Homes of California, LLC, as well as t he remaining 969 lots owned by Greenbriar Phase 2, LLC. The overall value for the 969 lots ar e developed through discounted cash flow (DCF Model). The revenues for the remaining lots are developed, and utilized in conjunction with agents of production, including remaining site development cost s, as well as other expenses in a discounted cash flow to develop the bulk value for 969 resident ial lots held by Greenbriar Phase 2, LLC.

7. Review the report for content and compliance with 2024 USPAP, California Debt and Investment Advisory Commission (2004) and client requirements.

8. Preparation of an appraisal report with information presented t o the client that is adequate to allow for an understanding of the appraisal process and the opinion o f v a l u e . T h e d e p t h o f d i s c u s s i o n contained in this report is specific to the needs of the client and for the intended use.

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PROPERTY RIGHTS APPRAISED

The property rights appraised reflect the Fee Simple Interest. A definition of the individual property rights appraised is included in the Glossary contained in the Addenda of this appraisal report.

PURPOSE, INTENDED USE AND INTENDED USER OF THE APPRAISAL

The intended use of this report is for bond underwriting purpos es. The Client is the City of Sacramento.

Two definitions cited in the Appraisal Standards for Land Secur ed Financing published by the California Debt and Investment Advisory Commission (2004) are illustrated below as they are pertinent in the analysis of this property.

Retail Value is defined as the price an end user, namely a homeowner or business owner, would pay for a home or completed buildings under the conditions requisite to a fair sale.

Bulk Sale Value is the most probable price, in a competitive market, for the sa le of all parcels with a tract or development project, to a single purchaser or to multiple buyers, discounted to present value. The bulk sale value reflects the necessary time to sell the land (the absorption period), the cost of developing the land, and the developer’s profit from the project.

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DEFINITION OF MARKET VALUE

The following definition of market value is used by agencies th at regulate federally insured financial institutions in the United States.

The most probable price that a property should bring in a compe t i t i v e a n d o p e n m a r k e t u n d e r a l l conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

a. Buyer and seller are typically motivated;
b. B o t h p a r t i e s a r e w e l l i n f o r m e d o r w e l l a d v i s e d , a n d a c t i n g i n what they consider their best interests;
c. A reasonable time is allowed for exposure in the open market; d. Payment is made in terms of cash in U.S. dollars or financial a rrangements comparable thereto; and
e. The price reflects the normal consideration by the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

“12 CFR, Part 34, Subpart C-Appraisals, 34.42(h)”

OWNERSHIP AND HISTORY OF THE PROPERTY

Title to the subject property is vested in two ownership, as of the effective date of valuation.

Greenbriar Phase 2 LLC, a Delaware limited liability company holds title to 969 lots in this project. Recent activity includes the transfer of Village 14/20 from The Greenbriar Project Owner, LLC, a Delaware limited liability company to the ownersh ip noted above on May 31, 2024 (Document # 20240531-0851). There was no consideration for this transaction as it was between rel ated parties. This transfer included APN 201-0300-179, as well as a portion of APNs 201-1490-037 and 201-0300-187. The latter two parcels were included as part of the transfer which were used for the creati on of the final map for this project, which was recorded May 6, 2024 in Book 455 of Maps, at Page 2.

Lennar Homes of California, LLC, a California limited liability company holds title to 208 lots as of the effective date of valuation. This was completed on three acquisitions including 76 lots acquired on March 13, 2024 (Doc #20240313-0581), 68 lots acquired on June 13, 202 4 (Doc #20240613-0278), and 64 lots acquired on September 12, 2024 (Doc# 20240912-0721). Information for these transactions are noted as follows.

T h e f i r s t t a k e d o w n ( 7 6 F i n i s h e d L o t s ) s o l d a t a r e p o r t e d p r i c e (based on documentary transfer tax at $17,916.80) at $16,288,000 ($214,316/lot), which included the following properties.

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LEGAL APNs
Lots 1..4, 7..29, 34..53, 72..84
Greenbriar Phase 2, Village South
60 Finished Lots
201-1520-001..004, 007..014
201-1530-001..018, 023..026
201-1540-001..016
201-1550-010..019
Lots 19, 20, 45..58
Greenbriar Phase 2, Village 5
16 Finished Lots
201-1590-019, 020,
201-1590-045..058

The second takedown (68 Finished Lots) sold at a reported price (based on documentary transfer tax at $16,401.55) at $14,910,500 ($219,272/lot), which included the following properties.

LEGAL APNs
Lots 54..62, 66..71
Greenbriar Phase 2, Village South
15 Finished Lots
201-1540-017..025
201-1550-004..009
Lots 21..25, 42..44
Greenbriar Phase 2, Village 5
8 Finished Lots
201-1590-021..025
201-1590-042..044
Lots 1..4, 15, 16, 40..50
Greenbriar Phase 2, Village 6
17 Finished Lots
201-1640-001..004,
201-1640-015, 016,
201-1640-040..050
Lots 30..36
Greenbriar Phase 2, Village 10
7 Finished Lots
201-1550-024..030
Lots 29..45, 75..78
Greenbriar Phase 1, Village 14A
21 Finished Lots
TBD
(Village 14/20)

The third takedown (64 Finished Lots) sold at a reported price (based on documentary transfer tax at $16,199.70) at $14,727,000 ($230,109/lot), which included the following properties.

LEGAL APNs
Lots 30..33
Greenbriar Phase 2, Village South
4 Finished Lots
201-1530-019..022

Lots 1..12
Greenbriar Phase 2, Village 1A
12 Finished Lots
201-1540-026..031
201-1600-001..006

Lots 26..32, 37..41
Greenbriar Phase 2, Village 5
12 Finished Lots
201-1590-026..032
201-1590-037..041

Lots 5..8, 17..21, 35..39
Greenbriar Phase 2, Village 6
14 Finished Lots
201-1640-005..008
201-1640-017..021
201-1640-035..039
Lots 26..29, 37..40
Greenbriar Phase 2, Village 10
8 Finished Lots
201-1550-020..023
201-1550-031..034

Lots 17..28, 46, 47
Greenbriar Phase 1, Village 14A
14 Finished Lots
TBD
(Village 14/20)

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These lots were part of a purchase and sales agreement for all 1,177 lots (including Village 14/20) between Integral Communities (Greenbriar Phase 2, LLC) and Lennar with quarterly takedowns on lots through March 2028. A copy of this document was reviewed by the apprai ser. An affiliate of Lennar, Len-Land West, LLC, owns some interest in the developer of this project (Integral Communities operating as Greenbriar Phase 2, LLC) and significant interest in the property where the developer is using to fund the backbone infrastructure on this property. There is no material impact on value as it reflects a non-arm’s length transaction. The buyer for this property reflects a related party to the developer of this project.

Upon review of Sacramento County public records, there have been no other sale or transfer of ownership that has occurred within the past three years and no other offerings or contracts encumber the individual project areas.

Note: Individual assessor parcel numbers were not available fo r Greenbriar Phase 1, Village 14A. The map was not available from the Sacramento County Assessor’s Off ice as of the date of this report.

References to this project were derived from the final map, whi ch recorded May 6, 2024 in Book 456 of Maps at Page Z (Doc# 20240506-0301).

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PART 2 – LOCATION AND PROPERTY DESCRIPTIONS

REGIONAL DESCRIPTION

The Sacramento region is comprised of four counties, which incl ude Sacramento, El Dorado, Placer and Yolo Counties. The region encompasses approximately 5,361 squar e m i l e s f r o m t h e S a c r am e n t o R i v e r Delta to the Sierra Nevada Mountain Range. At the center of this region is the City and County of Sacramento that includes approximately 1,105 square miles near the middle of the 400-mile long central valley. The region is the north-central part of California, approximately 382 miles north of Los Angeles, 273 miles south of the Oregon border, and 85 miles northeast of San Francisco.

Geography, Climate, & Seismic Conditions

The topography of the region ran ges from relatively flat land a long the valley floor to steep mountain terrain. Elevations range from 15 feet below sea level near th e Sacramento/San Joaquin River Delta to 10,000 feet above sea level at the summit of the Sierra Nevada Mountains. The American River and the Sacramento River are the two major waterways in the region. Th e American River flows from the east and travels west along the southern portion of the Sacramento M etropolitan Statistical Area (MSA) and joins the Sacramento River just north of Old Sacramento. The Sacramento River flows from the north and heads south along the west side of the area and marks the western boundary of the region.

The climate of Sacramento is warm and dry in the summer with an average daytime temperature of 91°F, and a cool 58°F at night. During winter months, temperatures range from 36°F to 61°F. Due to the Sierra Nevada Mountains, the region has adequate water supply during s ummer months and is shielded from snowstorms in the winter. During the rainy season, November through April, an accumulation of 17 to 18 inches is the norm. Besides the relatively mild climate, the area is known for its stable seismic conditions.

According to information published by the California Department of Mines and Geology, in accordance with the Alquist-Priolo Special Studies Zone Act of 1972, there are no areas within the Sacramento region identified as a special fault-hazard zone. Unlike the Bay Area and Los Angeles, Sacramento and adjoining cities rank among the lowest in the state for the probability o f a major earthquake. This factor has attributed to job growth and expansion into the area.

Transportation

The region's strategic location in Northern California makes it easy to access other Western cities. The m e t r o p o l i t a n a r e a i n c l u d e s f o u r m a j o r f r e e w a y s , w h i c h c o n v e r g e i n S a c r a m e n t o , i n c l u d i n g t w o o f t h e nation's most vital interstate routes. Interstate 5 runs from Canada to Mexico, and Interstate 80 stretches from the Atlantic Ocean in New York City to the Pacific Ocean in San Francisco. They link up in Sacramento with State Highway 99, which parallels Interstate 5 throughout the length of California, and US Highway 50, which connects the capital with Lake Tahoe, and extends to the east coast.

By rail, intercity commuter rail service is throughout the region, with the hub of freight operations located in Roseville. In 1998, Union Pacific made its western headquarters in Roseville. The Roseville headquarters is among the largest and most modern rail systems in the western United States. Rail service is available near the subject location, however, there are no spurs identified within the immediate vicinity for heavier distribution users.

Sacramento International Airport is served by several commercial airlines. The 30-year-old airport is located just off Interstate 5, about a 15 minute drive northwest of downtown. The total number of passengers has drastically increased since the arrival of Southwest Airlines in 1991 and its discounted fares. Passenger travel

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peaked in 2007 with 10.7 million passengers but declined to 8.9 million passengers in 2009. A large construction occurred at Sacrame nto International Airport with the modernization of Terminal B. This project broke ground in June 2008 and was completed in 2011. Sa cramento County officials reduced the budget to $1.08 billion from $1.3 billion by eliminating plans for a parking garage and hotel. The project included an automatic train system and a new central terminal building and concourse which is more than 670,000 square feet.

Furthermore, a new $1.3 billion expansion project recently comm enced which will include construction of a $140 million pedestrian walkway that will connect Terminal B to Concourse B. Additional projects include expansion to both Terminal A and Concourse B, which wil l add gates and amenities, a new Terminal B parking garage; and a consolidated ground transporta tion center that will centralize taxi, rideshare, and off-site shuttle providers into a single area that is walkable from both terminals.

Sacramento is linked to the Pac ific Ocean by a 42-mile deep-wat er ship channel into San Francisco Bay.

The inland Port of West Sacramento is located 79 nautical miles n o r t h e a s t o f S a n F r a n c i s c o , a n d i s centered in one of the richest agricultural and industrial regions in the world.

Population

The Sacramento region experienced declining population since th e 2020 census showing 2,397,382 residents. The 2024 estimates are identified at 2,402,031, re presenting a slight increase of 0.2%. This includes increased population of 6,786 residents in the past year. The following table represents the total population increase in the Sacramento region based on census fi gures, as well as estimates compiled by the State of California Department of Finance.

COUNTY

2010
(CENSUS)
2020
(CENSUS)
2023

POPULATION
(ESTIMATES)
2024

POPULATION
(ESTIMATES)

% CHANGE
2023-2024
Yolo 200,848 216,403 220,454 221,666 0.5%
El Dorado 181,058 191,185 188,067 188,583 0.3%
Placer 348,432 404,739 410,085 412,844 0.7%
Sacramento 1,418,788 1,585,055 1,576,639 1,578,938 0.1% Total Region 2,149,126 2,397,382 2,395,245 2,402,031 0.3% State of California 37,253,956 39,538,223 39,161,058 39,128,162 0. 2% Source: State of California Department of Finance

Total population in the region increased in the past year, whic h follows two years of slightly decreasing population. It has now surpassed levels observed in the 2020 census.

Local Economy/Job Formation

The unemployment rate in the Sacramento-Roseville-Arden-Arcade MSA was 5.2 percent in August 2024, up from a revised 5.1 percent in July 2024, and above the year-ago estimate of 4.6 percent. This compares with an unadjusted unemployment rate of 5.9 percent for California and 4.4 percent for the nation during t h e sam e p e riod . Th e u nem p loym e nt rat e was 4. 8 p e rc en t in E l Dorad o Cou n t y, 4. 6 pe rce n t in Plac e r County, 5.3 percent in Sacramento County, and 5.4 percent in Yo lo County. The total labor force for the region is currently identified at 1,142,500 workers, with 1,084 ,300 currently employed. The following table illustrates historic employment for the entire region since 2000. It is noted that these numbers vary slightly compared to the previous numbers as they are not seasonally adjusted.

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YEAR LABOR FORCE EMPLOYMENT UNEMPLOYMENT RATE
2024 YTD 1,146,500 1,087,100 59,400 5.2%
2023 1,132,100 1,080,000 52,100 4.6%
2022 1,124,500 1,082,500 42,000 3.7%
2021 1,102,400 1,055,000 47,400 4.3%
2020 1,096,900 1,010,500 86,400 7.9%
2019 1,104,600 1,069,600 35,000 3.2%
2018 1,111,000 1,071,600 39,300 3.5%
2017 1,088,700 1,037,900 50,800 4.7%
2016 1,073,600 1,017,300 56,300 5.2%
2015 1,060,200 998,100 62,100 5.9%
2014 1,050,800 976,100 74,700 7.1%
2013 1,049,100 958,200 90,900 8.7%
2012 1,049,500 941,300 108,200 10.3%
2011 1,045,200 921,300 123,600 11.8%
2010 1,049,800 920,100 129,700 12.4%
2009 1,051,200 937,100 114,200 10.9%
2008 1,045,300 971,000 74,200 7.1%
2007 1,036,200 981,000 55,200 5.3%
2006 1,022,800 974,900 47,900 4.7%
2005 1,012,000 962,600 49,400 4.9%
2004 998,300 943,700 54,700 5.5%
2003 983,700 927,200 56,400 5.7%
2002 965,000 911,900 53,100 5.5%
2001 935,300 893,400 41,900 4.5%
2000 910,000 871,000 39,000 4.3%
Source: State of California Employment Development Department. Information through August 2024.

Historic changes in the unemployment rate are depicted on the following chart.

The information above identifies changes in the employment market in the Sacramento region, especially noted over the past year. As of August 2024, the total civilian employment was identified at 1,087,100 jobs. Between March 2020 and April 2020, total job losses were approximately 153,000 jobs. Since this time, jobs were re-absorbed back into the workforce.

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Housing

The Sacramento housing market is stabilizing after periods of a n inflationary environment and rising interest rates in the past two years. With interest rates rema ining flat in the past 9-12 months, home prices started to increase. With recent reductions in interest rates, pricing will likely increase. The table below shows the median home pricing for the four-county region according to the California Association of Realtors, including comparisons from the past two years.

AREA

ALL HOMES

MEDIAN PRICE
AUG 2022

MEDIAN PRICE
AUG 2023

MEDIAN PRICE
AUG 2024 %Δ 22-24

%Δ 23-24
Yolo $631,000 $622,500 $620,960 -1.6% -0.2%
El Dorado $627,000 $657,000 $650,000 3.7% -1.1%
Placer $649,000 $669,000 $675,000 4.0% 0.9%
Sacramento $535,000 $535,000 $559,000 4.5% 4.5%
CALIFORNIA $834,740 $859,670 $888,740 6.5% 3.4%

Home prices in the Sacramento Region have mostly improved since August 2022. Changes over the past 12 months reflect changes in pricing from (1.1%) to 4.5%. This information is showing increasing pricing at higher overall interest rates than compared to 2022 and into 2023.

Monthly changes in pricing over the past year for these countie s, as well as California on an overall basis as derived from the California Association of Realtors are note d below. Home prices are shown in terms of median price.

Pricing characteristics are note d above since August 2023 Over all pricing dropped in the latter half of 2023, but indicators for 2024 show increasing pricing.

MON-YR. CA EL DORADO PLACER SACRAMENTO YOLO
July-23 $832,340 $650,000 $660,000 $547,000 $625,000
August-23 $859,800 $657,000 $669,000 $535,000 $622,500
September-23 $843,340 $685,000 $665,000 $545,000 $608,640 October-23 $840,360 $660,000 $685,000 $550,000 $629,900 November-23 $822,200 $650,000 $659,000 $522,290 $620,000 December-23 $819,740 $660,000 $633,020 $535,000 $630,000 January-24 $788,940 $650,000 $620,000 $515,000 $600,360 February-24 $806,490 $647,500 $650,000 $530,000 $918,940 March-24 $854,490 $677,000 $659,000 $530,000 $635,830
April-24 $904,910 $757,000 $671,740 $548,580 $615,000
May-24 $908,040 $699,000 $675,000 $555,000 $653,980
June-24 $900,720 $709,000 $685,000 $560,000 $649,500
July-24 $886,560 $695,000 $670,000 $560,000 $610,000
August-24 $888,740 $650,000 $675,000 $559,000 $620,960

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Current levels of inventory are stable. The following table shows the total number of homes sold in each county according to Metrolist since 2018. Home prices are shown in terms of median price.

COUNTY 2018 2019 2020 2021 2022 2023 2024 ACTIVE*
Sacramento 19,112 18,410 18,155 19,344 15,142 11,317 8,729 2,143 Placer 6,174 6,213 6,805 7,006 5,615 4,618 3,661 1,032 El Dorado 2,815 2,616 3,381 3,329 2,502 1,893 1,446 670 Yolo 1,757 1,783 1,799 2,076 1,589 1,298 1,039 278
Totals 29,858 29,022 30,140 31,755 24,848 19,126 14,875 4,123 COUNTY 2018 2019 2020 2021 2022 2023 2024 ACTIVE
Sacramento $354,500 $366,975 $410,000 $480,304 $520,000 $510,000 $530,000 $575,000 Placer $470,000 $489,500 $520,000 $625,000 $669,447 $642,375 $65 0,000 $721,450 El Dorado $497,500 $495,000 $525,000 $621,000 $650,000 $630,000 $659,000 $732,500 Yolo $429,000 $449,000 $475,000 $550,000 $600,000 $599,000 $614,1 73 $649,500 MEDIAN SF 2018 2019 2020 2021 2022 2023 2024 ACTIVE
Sacramento 1,523 1,542 1,561 1,539 1,532 1,557 1,575 1,683 Placer 2,000 2,004 2,021 2,020 2,010 2,040 1,996 2,244 El Dorado 2,048 2,085 2,088 2,096 2,034 2,050 2,022 2,200 Yolo 1,590 1,640 1,685 1,607 1,633 1,726 1,710 1,902
MEDIAN $/SF 2018 2019 2020 2021 2022 2023 2024 ACTIVE
Sacramento $232.76 $237.99 $262.65 $312.09 $334.67 $327.55 $333.6 0 $332.25 Placer $235.00 $244.26 $257.30 $309.41 $342.72 $314.89 $342.98 $ 342.66 El Dorado $242.92 $237.41 $251.44 $296.28 $324.71 $307.32 $326.70 $333.99 Yolo $269.81 $273.78 $281.90 $342.25 $364.49 $347.05 $356.61 $363 .20 Source: Metrolist, *Active & 2024 information processed as of September 25, 2024

According to this information, pricing is trending upward. The following table shows changes for each individual county, as well as total inventory of homes.

COUNTY

2023 PRICING 2024 PRICING % CHANGE
ACTIVE

INVENTORY

SALES RATE/

TOTAL INVENTORY
Sacramento $510,000 $530,000 3.9% 2,143 998/Mo. – 2.1 Months Placer $642,375 $650,000 1.2% 1,032 418/Mo. – 2.5 Months El Dorado $630,000 $659,000 4.6% 670 156/Mo. – 4.1 Months Yolo $596,050 $614,173 1.6% 278 119/Mo. – 2.3 Months
Totals 4,123 1,700/Mo. – 2.4 Months
Source: Metrolist,*Active information processed as of September 25, 2024

The median home price is trending upward in most counties. Sac ramento County is 3.9% above the annualized average for 2023. Inventory levels in the resale market are stable with 4, 123 homes on the market as of September 25, 2024, representing approximately 2.4 months of inventory.

The average price of a new home ranges from $513,560 (Yuba County) to $930,555 (El Dorado County) in the Sacramento region. According to the Gregory Group (New Hous ing Trends), 2 nd Quarter 2024, the
historic average pricing for the Sacramento region is identifie d on the following table. It is clearly noted that this level of pricing is based on gross pricing, prior to incentives.

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COUNTY 2Q 2022 2Q 2023 2Q 2024 %Δ 22-24 %Δ 23-24
El Dorado County $925,316 $986,100 $930,555 0.6% -5.6%
Placer County $731,952 $755,823 $805,069 10.0% 6.5%
Sacramento County $734,765 $690,152 $686,964 -6.5% -0.5% Sutter County $462,262 $579,565 $606,209 31.1% 4.6%
Yolo County $671,035 $649,916 $675,377 0.6% 3.9%
Yuba County $516,926 $488,575 $513,560 -0.7% 5.1%
REGIONWIDE $725,889 $710,853 $724,717 -0.2% 2.0%

Pricing changes from 2022 to 2024 (2 nd Quarter), as well as changes over the past year are identified on the table above. This information shows that pricing has decreased in the entire region by 0.2% since the 2 nd Quarter of 2022. Year-over-year regionwide changes increased by 2.0%. This shows pricing is nearing levels experienced in 2nd quarter 2022, when interest rates were lower. Information fro m Sutter County is influenced by the lack of residential projects.

There were between 7,790 and 8,099 sales identified in the regi on from 2020 to 2021. The new home market escalated during Covid-19 and low interest rates. These levels dropped in 2022 to 5,568 sales due to rising inflation and increases in interest rates. Home buyers adjusted to these interest rates and 2023 produced 7,019 total sales. Sales for 2024 are identified at 4,363 sales based on total sales through the first half of 2024. These elements are identified as follows.

COUNTY 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 El Dorado County 183 351 559 637 328 259 417 358 228 271 161 Placer County 1,048 1,503 1,643 1,866 1,676 1,592 2,300 2,958 2,170 2,571 1,336 Sacramento County 1,258 1,793 2,327 2,540 2,674 3,220 3,885 3,859 2, 557 3,351 2,219 Sutter County 8 13 27 92 109 92 452 102 53 33 36
Yolo County 169 199 409 464 278 505 312 432 196 434 342 Yuba County 73 127 122 54 169 328 424 390 364 359 269
REGIONWIDE 2,739 3,986 5,087 5,653 5,234 5,996 7,790 8,099 5,568 7,019 4,363 Source: The Gregory Group, 2nd Quarter 2024

The subject property is located in the Sacramento County market area. New home sales dropped 33.7% in 2022 as compared to levels identified in 2021. Total sales in 2023 were 31.1% above levels in 2022 and in 2024, 2,219 new homes were sold in Sacramento County. This is approximately 66.2% of the total sales noted in 2023, however, 2024 information is based on the first two quarters. By way of comparison, 1,690 new homes were sold in the first half of 2023, and year-to-date sales are 31.3% higher in 2024.

Leisure Activities

For leisure activities, Sacramento's best asset is its location. The city makes a good base camp to sample the sights of Northern California. San Francisco, Lake Tahoe, Yosemite National Park, the Napa Valley, Monterey Bay, and historic towns of the gold rush era are all within a few hours by car. In Sacramento itself there are the Kings of the National Basketball Association, professional opera and ballet companies, a symphony orchestra and the West's oldest public art museum. Recently, it was announced that the Oakland A’s will play the 2025 season in Sutter Health Park in West Sacramento. Mild weather makes most outdoor sports available year-round, including tennis, golf, boating and bicycling. With picturesque Gold Rush-era towns dotting the foothills east of Sacramento, and with the majestic Sierra Nevada beckoning skiers, backpackers, b o a t e r s , a n d a n g l e r s , i t i s e a s y t o u n d e r s t a n d t h e S a c r a m e n t o a p p e a l t o t o u r i s t s . A b o u t 2 0 p e r c e n t o f Sacramento’s visitors came to town while vacationing, 17 percent were visiting friends and relatives, and 20 percent were passing through. The construction and subsequent opening of the Golden One Center in Downtown Sacramento in 2016 has had a positive impact on tourism in the region.

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Conclusion

The Sacramento region enjoys a favorable location, central within California and the West Coast. All forms of transportation are well developed and easily accessible. The work force is relatively stable, educational facilities are abundant, and the generally favorable government attitude allows the area to be attractive to both individuals and corporations. Currently, economic conditions are stable after being influenced by the inflationary environment.

Inflation was at a 40-year high in 2022, and rising interest rates are the main vehicle used to combat rising inflation in all sectors. This impacted the housing market wit h slower levels of sales and pricing starting to reverse course after two years of high levels of appreciation. While new home sales are showing higher levels of pricing, the rising interest rates will compress affo rdability ratios and pricing will have to adjust to levels to stimulate sales. Recently, rates were lowered in September 2024.

According to the most recent m eeting September 18, 2024 by the Federal Reserve, recent indicators suggest that economic activity ha s continued to expand at a sol id pace. Job gains have slowed, and the unemployment rate has moved up but remains low. Inflation has made further progress toward the Committee’s 2 percent long-term objective but remains somewhat elevated.

The Committee seeks to achieve maximum employment and inflation at the rate of 2 percent over the longer run. The Committee has gained greater confidence that in flation is moving sustainably toward 2 percent, and judges that the risks to achieving its employment and inflation goals are roughly in balance.

The economic outlook is uncertain, and the Committee is attentive to the risks to both sides of its dual mandate.

In light of the progress on inflation and the balance of risks, the Committee decided to lower the target range for the federal funds rate by 1/2 percentage point to 4-3 /4 to 5 percent. In considering additional adjustments to the target range for the federal funds rate, the Committee will carefully assess incoming data, the evolving outlook, and the balance of risks. The Committee will continue reducing its holdings of Treasury securities and agency debt and agency mortgage-backed securities. The Committee is strongly committed to supporting maximum employment and returning inflat i o n t o i t s 2 p e r c e n t l o n g - t e r m objective.

In assessing the appropriate stan c e o f m o n e t a r y p o l i c y , t h e C o m m i t t e e w i l l c o n t i n u e t o m o n i t o r t h e implications of incoming information for the economic outlook. The Committee would be prepared to adjust the stance of monetary policy as appropriate if risks em erge that could impede the attainment of the Committee’s goals. The Committee’s assessments will take into account a wide range of information, including readings on labor market conditions, inflation pressures and inflation expectations, and financial and international developments.

As relates to housing, higher interest rates increase the cost of housing by making the mortgage payment greater than at lower interest rates. The Federal Reserve has determined that it needs to act to stem the rise of inflation and has increased interest rates identified as follows.

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Interest rates have remained stable in the past twelve months. In the recent September meeting, the Federal Funds Rate was lowered to reflect 4.75% to 5.00%. Currently, new homes are selling with builder incentives, in which the builder buys down the interest rate fo r the first few years, then the rate adjusts to market. Buyers are purchasing homes with these concessions in the anticipation of refinancing their mortgages when rates are lower. Still, recent reductions in the Federal Funds rate will likely flow to the housing market with lower interest rates and having positive impact on demand.

FEDERAL FUNDS

DATE EFFECTIVE RATE
January 1, 2022 0.08%
April 1, 2022 0.33%
July 1, 2022 1.68%
October 1, 2022 3.08%
January 1, 2023 4.33%
April 1, 2023 4.83%
July 1, 2023 5.12%
October 1, 2023 5.33%
January 1, 2024 5.33%
April 1, 2024 5.33%
July 1, 2024 5.33%

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REGIONAL MAP

SUBJECT

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AREA DESCRIPTION

The subject property is located in the northern portion of the City of Sacramento in the Natomas area. It is a part of a development project which includes mixed-use res idential and commercial development centered on common lake/detention b a s i n n o r t h w e s t o f t h e i n t e r change of Interstate 5 and State Highway 99 in the North Natomas Area of Sacramento. It is gener a l l y n o r t h o f t h e N o r t h N a t o m a s Community plan area and east of Sacramento International Airport and Metro Air Park.

The immediate area lies at the northernmost border of the City of Sacramento. Land uses north of the subject property as well as to the west are under Sacramento County jurisdiction including the airport and Metro Air Park. This region just west of the subject is a growth area for industrial development based on proximity to the airport. It was approved in 1993 to allow development of approximately 1,893 acres for light manufacturing, distribution, airport related, high-tech/R&D, office, hotel, and limited support retail development along with land to accommodate drainage and wildlif e concerns. Development in this region was subject to more than one economic cycle but has emerged with larger development patterns in the past few years. Amazon emerged in 2016 and occupied an 855,000 square foot distribution center in late 2017. Other development includes 128 acres sold to Nor thPoint Development LLC to move into the region, and plans are underway for a 97-room Candlewood Suites. Furthermore, a building permit was approved for a 1.15 million-square foot distribution center in 2019 for Walmart. The recent completion of a freeway offramp serving this facility further enhances the overall desirability of this location.

Development provides demand generators for the subject property based on the overall location with the addition of jobs to the region. Most recently, a proposal for a new 4-story, 85-room, Best Western Plus hotel was submitted to the City of Sacramento along the SWC of Metro Air Parkway and Elkhorn Boulevard.

Additionally, Sacramento Regional Transit (SacRT) has proposed a light rail project to connect the existing Green Line rail that starts in Downtown Sacramento and runs north to the River District with the Natomas Communities, and the Sacramento International Airport. It is n oted that details on timing, funding, and final design, and locations for the Green Line stations in the Natomas area have not been confirmed and may change. Initial design renderings for the Green Line are as follows.

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North Natomas is a major employment center for the Sacramento r egion with multiple office and light industrial employment centers. The majority of North Natomas jobs are either in office or industrial sectors. Northgate Industrial Park, located in the south portion of the Panhandle, provides light industrial and manufacturing jobs for North Natomas and regional employees . There is a cluster of office parks along Interstate 5 and Arena Boulevard that provide jobs for No rth Natomas and regional employees.

Unlike other areas of Sacramento that have large federal and st ate employment centers, only a small amount of North Natomas jobs are in the public sector. The job s-to-housing ratio is relatively balanced with 1.2 jobs for every housing unit in the incorporated area. The Downtown-Natomas-Airport (DNA line) will eventually link the employment centers and the airport to the greater Sacramento area.

In 2018, Centene, a health insurer and Fortune 100 member, sign ed a lease with Houston-based Hines Securities for a new five-build ing, 1.25-million-SF campus. Th e approximately 70-acre site is located b e t w e e n I n t e r s t a t e 5 a n d E C o m m e r c e W a y , a d j a c e n t t o S l e e p T r a in Arena. To lure St. Louis-based Centene, the City of Sacramento approved a $13.5 million incentive package, based on the company creating 5,000 jobs and 1,500 new jobs. Recently, this space ha s been placed on the market and offered for sub-lease including more than 500,000 square feet, as well as an 18,000 square foot facility for child care.

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Other development in the region includes the recent completion of the Amazon fulfillment center in the Metro Air Park employing approximately 1,500 workers. Other maj o r e m p l o y e r s i n t h e N a t o m a s a r e a include the corporate headquarters for Sutter Health, the Calif ornia Farm Bureau, and multiple agencies of the State of California. At present, there is a total of 6.8 million square feet of office space in the combined north and south Natomas areas housing 25,000 office workers.

North Natomas has local-serving retail plazas, the regional-scale retail center, Natomas Marketplace, and the Promenade located at the corner of Truxel Road and Intersta te 80, which serves the retail goods and services needs of North Natomas, South Natomas, and North Sacramento, as well as the region.

Other key features in the area include the Sleep Train Arena Sp orts complex, former home to the NBA’s Sacramento Kings and is the site of other sports, cultural, and entertainment events. This facility has remained vacant since the Kings relocated to Downtown Sacrament o in 2016 and is viewed as a “large- scale” redevelopment project. Recent movement on this facility noted sale of this facility to Argent Development comprised of approximately 183 acres.

The entire project, identified as Innovation Park, is identified for infrastructure work within the next year.

The first phase includes the pro posed development to replace th e Sleep Train Area with a new 14-story, 400-bed California Northstate University hospital and medical campus with later phases comprising high- density residential, office, mixed-use, and residential develop ment. Innovation Park is entitled for 2,500 residential units, as well as office and lab space and supporting retail uses. Initial renderings of this facility include the following.

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Residential development flourished in this area starting with t he development of Natomas Park. Over 5,000 homes have been constructed in this master planned commun ity, to the point where vacant land for residential uses is diminishing in this area. However, this area in not immune from the contraction in the housing market, which has impacted resale pricing as well as the new home markets.

Another variable that influenced building in the region was the decertification of the flood areas in North Natomas in December 2008. At this time, the Federal Emergency Management Agency (FEMA) issued new flood risk maps for the Natomas region. These maps moved Natomas from a moderate risk “X” flood zone to a higher risk “AE” flood zone – a change that triggered the federal flood insurance requirement.

This change was in response to a major levee upgrade for the re gion at a total estimated cost of $618 million. This created a de-facto building moratorium. More specifically, if residential projects in the area did not pull building permits (prior to December 2008), they wo uld not be issued. FEMA changed the flood boundaries for this property to A99, within the 100-year flood with the map issued in June 2015.

Development of residential and commercial properties generally started up again in 2016.

These flood elements were not necessarily bad news with respect to home development. At this time, the market was entering a recession as new home prices were driven downward as demand disappeared.

Foreclosures entered the market, to the point of an over-supply from 2009-2011, but it appears that these additional inventory units have been absorbed.

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The housing market in the local area is examined. The North Natomas region has re-emerged as an entry- level and first move-up housing market. Local sales trends are examined for this property with the use of Metrolist. Information on the table below is predicated on inf ormation for Zip Codes 95834 and 95835.

Sales trends are examined for this region since 2010 and noted on the following table.

YEAR

#
MEDIAN
PRICE
MEDIAN
SF
MEDIAN
$/SF
%
CHANGE
AVG.

PRICE
AVG.

SF
AVG.
$/SF
%
CHANGE
2010 1,324 $210,000 1,815 $115.70 -- $210,849 1,931 $109.19 -- 2011 1,424 $180,000 1,792 $100.45 -13.2% $187,872 1,901 $98.83 -9.5 % 2012 1,427 $200,000 1,871 $106.89 6.4% $202,946 1,981 $102.45 3.7% 2013 1,104 $250,500 1,796 $139.48 30.5% $258,082 1,937 $133.24 30.1 % 2014 1,041 $285,000 1,800 $158.33 13.5% $292,407 1,922 $152.14 14. 2% 2015 1,094 $304,750 1,796 $169.68 7.2% $309,738 1,908 $162.34 6.7% 2016 1,178 $325,000 1,769 $183.72 8.3% $336,130 1,919 $175.16 7.9% 2017 1,132 $355,000 1,800 $197.22 7.3% $362,919 1,885 $192.53 9.9% 2018 1,320 $381,000 1,869 $203.85 3.4% $386,525 1,939 $199.34 3.5% 2019 1,168 $385,000 1,802 $213.65 4.8% $396,317 1,901 $208.48 4.6% 2020 1,135 $420,000 1,849 $227.15 6.3% $429,104 1,915 $224.08 7.5% 2021 1,229 $519,000 1,811 $286.58 26.2% $522,302 1,904 $274.32 22.4 % 2022 923 $555,000 1,786 $310.75 8.4% $561,405 1,873 $299.74 9.3% 2023 622 $522,000 1,764 $291.12 -6.3% $536,346 1,855 $297.85 -0.6% 2024 462 $535,000 1,761 $300.42 3.2% $542,812 1,832 $306.09 2.8% Active 106 $532,450 1,715 $311.32 $554,242 1,854 $312.20 Source: Metrolist. YTD information as of September 25, 2024.

Residential values have escalated in the immediate area. This is measured through price per square foot characteristics. The main jump was from 2012 to 2013 as the me d ian p ric e in c re ase d 30.5% an d the average price increased 30.1%. The median price increased from 3.4% to 13.5%, per annum since this time through the end of 2020. Average prices increased 3.5% t o 14.2% over the same time frame.

However, the market escalated again in 2021 with median pricing showing 26.2% year-over-year increases and average pricing showing 8.4% year-over-year increases.

Pricing dropped in 2022 with risin g interest rates. The median p r i c e p e r s q u a r e f o o t d r o p p e d 6 . 3 % , w h e r e a s t h e a v e r a g e p r i c e p e r s q u a r e f o o t d r o p p e d 0 . 6 % . Y e a r - to-date indicators for 2024 shows increased pricing in both sectors with both median and average pricing near 2022 levels.

Monthly sales totals for 2023 and 2024 for Zip Codes 95834 and 95835 are noted as follows. It is based on the past 12 months.

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MONTH

#
MEDIAN
PRICE
MEDIAN
SF
MEDIAN
$/SF
%
CHANGE
AVG.

PRICE
AVG.

SF
AVG.
$/SF
%
CHANGE
Oct. 23 56 $546,000 1,815 $291.84 -- $529,383 1,821 $299.43 -- Nov. 23 32 $520,000 1,817 $299.96 2.8% $547,118 1,831 $303.58 1.4% Dec. 23 36 $527,500 1,681 $293.31 -2.2% $511,339 1,809 $293.50 -3.3 % Jan. 24 40 $512,500 1,804 $282.97 -3.5% $506,136 1,824 $283.43 -3.4 % Feb. 24 43 $545,000 1,845 $299.11 5.7% $548,209 1,850 $306.01 8.0% Mar. 24 44 $544,000 1,740 $300.31 0.4% $535,475 1,807 $302.11 -1.3% Apr. 24 48 $529,750 1,722 $293.52 -2.3% $550,926 1,857 $308.87 2.2% May 24 63 $540,000 1,717 $304.00 3.6% $551,747 1,853 $307.46 -0.5% June 24 57 $545,000 1,823 $303.48 -0.2% $552,226 1,877 $302.30 -1.7% July 24 50 $525,000 1,676 $306.42 1.0% $523,804 1,715 $316.35 4.6% Aug. 24 68 $552,000 1,750 $310.26 1.3% $550,242 1,710 $314.26 -0.7% Sept.-24 47 $550,000 1,804 $298.19 -3.9% $561,636 1,925 $303.40 -3. 5% Active 106 $532,450 1,715 $311.32 $554,242 1,854 $312.20 Source: Metrolist. YTD information as of September 25, 2024.

September 2024 indicators tend to point to a price per square f oot of approximately $298 to $303. The current inventory of homes on the market is 106 homes, which reflects 2.0 months of existing supply (the pace of sales to liquidate current inventory) based on the 2024 rate of sales.

In addition, the North Natomas area includes 10 new home develo pments. According to information compiled by The Gregory Group (2Q 2024), these projects demonstrate an average net price of $647,884 with the average square footage identified at 2,455 square feet . T h e f o l l o w i n g t a b l e s h o w s h i s t o r i c information for North Natomas based on information compiled by The Gregory Group dating back to 3Q 2015. This time frame is most ap plicable due to the lack of bu ilding caused by the flood zone elements discussed above.

$0.00
$50.00
$100.00
$150.00
$200.00
$250.00
$300.00
3Q 2015
4Q 2015
1Q 2016
2Q 2016
3Q 2026
4Q 2016
1Q 2017
2Q 2017
3Q 2017
4Q 2017
1Q 2018
2Q 2018
3Q 2018
4Q 2018
1Q 2019
2Q 2019
3Q 2019
4Q 2019
1Q 2020
2Q 2020
3Q 2020
4Q 2020
1Q 2021
2Q 2021
3Q 2021
4Q 2021
1Q 2022
2Q 2022
3Q 2022
4Q 2022
1Q 2023
2Q 2023
3Q 2023
4Q 2023
1Q 2024
2Q 2024

PRICE PER SF

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The Natomas submarket has re-emerged as a primary housing area of the Sacramento region. Net pricing dropped in 3Q 2022 as the result of average incentives at $21,172 per project, however pricing in 4Q 2023 increased to an average net price of $670,421. This dropped slightly in Q1 2024. In addition, inventory levels increased in the past quarter as the subject property (P hase 2 – Northlake) were included in the individual projects.

Total sales in this region, measured relative to Sacramento County, as well as the entire region are noted on the following table. This is based on information provided by the Gregory Group.

Number of Average Average Average Price Per Quarterly Unsold Unoffere dA b s . R a t e A b s . R a t e Quarter Projects Lot Size (SF) Home Size (SF) Net Price SF Sold Invent ory Inventory Quarterly 12-Month 3Q 2015 3 3,533 2,194 $334,120 $152.29 30 11 146 3.1/Mo. 7.7/Mo. 4Q 2015 10 3,597 1,997 $327,724 $164.11 98 72 781 3.0/Mo. 6.2/Mo. 1Q 2016 10 3,442 1,997 $335,853 $168.18 123 40 690 3.8/Mo. 4.5/Mo. 2Q 2016 10 3,597 1,934 $331,005 $171.15 107 48 682 3.3/Mo. 4.3/Mo. 3Q 2026 14 3,382 1,892 $339,602 $179.49 123 71 1103 2.7/Mo. 3.2/Mo. 4Q 2016 15 3,333 1,913 $340,802 $178.15 156 127 1174 3.2/Mo. 4.1/Mo. 1Q 2017 16 3,511 1,935 $348,587 $180.15 211 86 1084 4.0/Mo. 4.1/Mo. 2Q 2017 19 3,604 1,992 $363,310 $182.38 344 74 925 5.6/Mo. 4.5/Mo. 3Q 2017 21 3,857 2,019 $375,039 $185.75 249 185 733 3.6/Mo. 4.3/Mo. 4Q 2017 21 3,792 1,983 $378,995 $191.12 214 113 803 3.1/Mo. 3.9/Mo. 1Q 2018 22 3,757 1,972 $386,736 $196.11 252 102 852 3.5/Mo. 4.1/Mo. 2Q 2018 20 3,435 1,962 $391,823 $199.71 227 99 721 3.5/Mo. 4.2/Mo. 3Q 2018 20 3,356 1,964 $399,011 $203.16 236 104 585 3.6/Mo. 4.1/Mo. 4Q 2018 22 3,439 1,915 $396,024 $206.80 162 168 598 2.3/Mo. 3.8/Mo. 1Q 2019 23 3,421 1,921 $397,492 $206.92 229 186 435 3.1/Mo. 3.7/Mo. 2Q 2019 21 3,491 1,950 $396,855 $203.52 282 132 927 4.1/Mo. 4.1/Mo. 3Q 2019 21 3,071 2,018 $409,411 $202.88 245 144 716 3.6/Mo. 3.8/Mo. 4Q 2019 19 3,067 1,957 $402,341 $205.59 161 136 886 2.6/Mo. 3.4/Mo. 1Q 2020 20 3,154 1,950 $407,195 $208.82 260 147 1054 4.0/Mo. 3.4/Mo. 2Q 2020 18 3,038 1,898 $400,034 $210.77 170 132 1044 2.9/Mo. 3.3/Mo. 3Q 2020 17 3,096 1,866 $399,525 $214.11 260 55 955 4.1/Mo. 4.0/Mo. 4Q 2020 13 3,050 1,837 $404,813 $220.37 179 55 888 4.2/Mo. 4.1/Mo. 1Q 2021 20 3,825 2,184 $496,069 $227.14 281 45 1848 4.3/Mo. 4.7/Mo. 2Q 2021 19 3,927 2,231 $540,511 $242.27 237 33 1633 3.8/Mo. 4.1/Mo. 3Q 2021 18 3,983 2,252 $565,987 $251.33 195 22 1449 3.3/Mo. 3.8/Mo. 4Q 2021 17 4,065 2,300 $596,465 $259.33 90 26 1263 3.3/Mo. 3.7/Mo. 1Q 2022 16 4,065 2,365 $644,454 $272.50 222 49 1018 3.9/Mo. 4.3/Mo. 2Q 2022 16 4,065 2,365 $658,450 $278.41 138 65 831 3.7/Mo. 2.6/Mo. 3Q 2022 16 4,065 2,365 $629,226 $266.06 64 74 759 3.4/Mo. 1.2/Mo. 4Q 2022 16 4,065 2,365 $620,025 $262.17 55 90 690 2.9/Mo. 2.5/Mo. 1Q 2023 15 4,250 2,396 $619,787 $258.68 173 535 72 3.8/Mo. 2.4/Mo. 2Q 2023 14 4,250 2,433 $640,611 $263.30 159 378 55 3.8/Mo. 2.7/Mo. 3Q 2023 13 4,250 2,482 $659,527 $265.72 109 290 34 2.8/Mo. 3.1/Mo. 4Q 2023 12 4,250 2,519 $670,421 $266.15 100 282 29 2.8/Mo. 3.8/Mo. 1Q 2024 10 3,911 2,508 $636,019 $253.60 71 23 1,163 2.8/Mo. 2.2/Mo. 2Q 2024 9 3,921 2,455 $647,884 $263.90 63 26 1,236 3.1/Mo. 2.2/Mo.

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Sacramento City CouncilDecember 3, 2024

Sacramento City Council
December 3, 2024