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Home My WebLink About2024/02/20 Post Agenda Packet Date:Tuesday, February 20, 2024, 5:00 p.m. Location:Council Chambers, 276 Fourth Avenue, Chula Vista, CA REGULAR CITY COUNCIL AND SPECIAL MUNICIPAL FINANCING AUTHORITY MEETING Notice is hereby given that the Mayor has called and will convene a Special meeting of the Municipal Financing Authority meeting jointly with the City Council at the tie and location stated on this agenda. Watch live in English and Spanish: chulavistaca.gov/councilmeetings or Cox Ch. 24 (English only). Free Spanish interpretation is available on-site. _______________________________________________________________________________________ In-Person Public Comments: Submit a request to speak to City Clerk staff before the close of the public comment period on an item or before the close of the general Public Comment period for non-agenda items. Electronic Public Comments: At chulavistaca.gov/councilmeetings, locate the meeting and click the comment bubble icon. Select the item and click "Leave Comment." You may also email cityclerk@chulavistaca.gov. eComments, emails, and other written comments must be received by noon for a regular City Council meeting. Watch Live or Recorded (English and Spanish): Visit chulavistaca.gov/councilmeetings. Click "ES" at the bottom to switch to Spanish. Closed captioning is available in both languages. Accessibility: In compliance with the American Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk’s Office at cityclerk@chulavistaca.gov or (619) 691-5041. Providing at least 48 hours' notice will help ensure that reasonable arrangements can be made. Gov. Code § 84308: Parties to any proceeding involving a license, permit, or other entitlement for use pending before the City Council must disclose any campaign contribution over $250 (aggregated) within the preceding 12 months made by the party, their agent, and those required to be aggregated with their contributions under Gov. Code § 82015.5. The disclosure must include the amount contributed and the name(s) of the contributor(s). "G.C. § 84308: Yes" on this agenda indicates that the item is subject to these regulations. PUBLIC PARTICIPATION Complete Agenda Packet: The complete agenda packet, including staff reports, draft resolutions and ordinances, and other backup materials, is available at chulavistaca.gov/councilmeetings or the City Clerk's Office. Time Allotted for Speaking (subject to change by the presiding officer) - Consent Calendar (any or all items): 3 minutes - Agenda Items (not on Consent): 3 minutes - General Public Comment (not on agenda): 3 minutes Individuals who use a translator will be allotted twice the time. General Public Comments: Twenty-one (21) minutes are scheduled near the beginning of the meeting. The first seven (7) speakers will be heard during the first Public Comment period. If there are additional speakers registered, they will be heard during the continued Public Comment period. If all registered speakers present at the time address the City Council during the first Public Comment period, there will be no continued Public Comment period. Submitting Request to Speak: A request to speak must be submitted to the City Clerk before the close of the public comment period on an item or before the close of the general Public Comment period for non-agenda items. GETTING TO KNOW YOUR AGENDA AGENDA SECTIONS Consent Calendar items are routine items that are not expected to prompt discussion. All items are considered for approval at the same time with one vote. Before the vote, there is no separate discussion of these items unless a member of the City Council or staff removes the item from the Consent Calendar. Public Comment provides an opportunity to address the City Council on any matter not listed on the agenda that is within the jurisdiction of the City Council. Under the Brown Act, the City Council cannot take action on matters not listed on the agenda. Public Hearings are held on matters specifically required by law. Action Items are items expected to cause discussion and/or action by the City Council but do not legally require a public hearing. Closed Session may only be attended by members of the City Council, support staff, legal counsel, and others as specified on the agenda. Closed session may be held only in very limited circumstances as authorized by law. CITY COUNCIL ACTIONS: Resolutions are formal expressions of opinion or intention of the City Council and are usually effective immediately. Ordinances are laws adopted by the City Council. Ordinances usually amend, repeal, or supplement the Municipal Code; provide zoning specifications; or appropriate money for specific purposes. Most ordinances require two hearings and go into effect 30 days after the final approval. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 2 of 882 Proclamations are issued by the City to honor significant achievements by community members, highlight an event, promote awareness of community issues, and recognize City employees. Pages 1.CALL TO ORDER 2.ROLL CALL 3.PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE 4.SPECIAL ORDERS OF THE DAY 4.1 Oath of Office: Sustainability Commission - Abigail Costello 4.2 Presentation of a Proclamation to Director of Southwestern College's Fire Academy Lorraine Hutchinson Proclaiming February 20, 2024 as Lorraine Hutchinson Day in the City of Chula Vista 5.CONSENT CALENDAR (Items 5.1 through 5.7) Consent calendar items are considered together and acted upon by one motion. There is no separate discussion of these items unless a member of the City Council or staff removes the item from the Consent Calendar. RECOMMENDED ACTION: City Council approve the recommended action on the below consent calendar items. 5.1 Approve Meeting Minutes 11 RECOMMENDED ACTION: Approve the minutes dated: February 13, 2024 5.2 Waive Reading of Text of Resolutions and Ordinances RECOMMENDED ACTION: Approve a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.3 Employee Compensation and Positions: Adopt an Ordinance to Update the List of Unclassified City Position Titles 20 Report Number: 24-0010 Location: No specific geographic location Department: Human Resources G.C. § 84308: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 3 of 882 RECOMMENDED ACTION: Adopt an ordinance amending Chula Vista Municipal Code Section 2.05.010, adding the unclassified position titles of Deputy Director of Animal Services and Deputy Director of Development Services. (Second Reading and Adoption); (4/5 Vote Required) ITEMS REMOVED FROM THE CONSENT CALENDAR 5.4 Affordable Housing: Authorize Joint Application to and Participation in the Homekey Program with Wakeland Housing and Development Corporation for Rehabilitation and Conversion of the Palomar Motel into Permanent Supportive Housing 23 Report Number: 24-0023 Location: 1160 Walnut Avenue, 91911 Department: Housing and Homeless Services G.C. § 84308: No Environmental Notice: The Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities), Section 15326 (Acquisition of Housing for Housing Assistance Programs), and Section 15061(b)(3) (Common Sense Exemption). RECOMMENDED ACTION: Adopt a resolution authorizing the City of Chula Vista to jointly apply to and participate in the Homekey Program, with Wakeland Housing and Development Corporation, for the rehabilitation and conversion of the Palomar Motel into Permanent Supportive Housing, and authorizing the City Manager or designee to negotiate and enter into a developer agreement(s) with Wakeland Housing and Development Corporation. 5.5 Agreement: Approve Renegotiated Agreement with Nationwide Retirement Solutions, Inc. for Administration of City’s 457(b) Deferred Comp and 401(a) Money Purchase Plans, Delegate Role of Plan Sponsor, and Authorize Establishing an Oversight Committee 36 Report Number: 24-0053 Location: No specific geographic location Department: Finance G.C. § 84308: Yes Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 4 of 882 RECOMMENDED ACTION: Adopt a resolution approving an agreement with Nationwide Retirement Solutions, Inc. to provide administrative services of the City’s 457(b) Deferred Compensation Plan and 401(a) Money Purchase Plan; delegating to the Director of Finance/Treasurer the role of Plan Sponsor of 457(b) and 401(a) plans to carry out the fiduciary responsibilities of the plans; and authorizing the Director of Finance/Treasurer to establish a Deferred Compensation Plan Oversight Committee. 5.6 Ratification of Appointment: City Manager’s Appointment of the Director of Library Services – Joy Whatley 57 Report Number: 24-0070 Location: No specific geographic location Department: Human Resources G.C. § 84308: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt a resolution ratifying the City Manager’s appointment of Joy Whatley as Director of Library Services. 5.7 Agreement Amendment: Approve the Second Amendment to the Consultant Services Agreement with Kleinfelder Construction Services, Inc. to Provide On- Call Capital Improvement Program (CIP) Construction Management Services 62 Report Number: 23-0322 Location: No specific geographic location Department: Engineering G.C. § 84308: Yes Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Notwithstanding the foregoing, the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. RECOMMENDED ACTION: Adopt a resolution approving the second amendment to the consultant services agreement with Kleinfelder Construction Services, Inc. for On-Call CIP Construction Management Services to increase the maximum amount to be paid for consultant services. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 5 of 882 6.PUBLIC COMMENTS 106 Twenty-one minutes are scheduled for the public to address the City Council for three minutes each on any matter within the jurisdiction of the City Council that is not on the agenda. The remaining speakers, if any, will be heard during the continued Public Comment period. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 6 of 882 7.ACTION ITEMS 7.1 Bond Issuance: Board of Directors of the Chula Vista Municipal Financing Authority Approve the Issuance of Refunding Revenue Bonds and the Legislative Body of CFD Nos. 06-I, 07-I, 08-I, and 2001-2 and Approve the Issuance of Special Tax Refunding Bonds 216 Report Number: 24-0034 Location: Community Facilities District No. 06-I, Community Facilities District No. 07-I, Community Facilities District No. 08-I and Community Facilities District No. 2001-2 Department: Finance G.C. § 84308: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 7 of 882 RECOMMENDED ACTION: City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap), adopt a resolution authorizing the issuance of its Improvement Area A 2024 Special Tax Refunding Bonds in a principal amount not to exceed twelve million four hundred twenty-five thousand dollars ($12,425,000) and approving certain documents and taking certain other actions in connection therewith. A. City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap), adopt a resolution authorizing the issuance of its Improvement Area B 2024 Special Tax Refunding Bonds in a principal amount not to exceed three million one hundred forty thousand dollars ($3,140,000) and approving certain documents and taking certain other actions in connection therewith. B. City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), adopt a resolution authorizing the issuance of its 2024 Special Tax Refunding Bonds in a principal amount not to exceed eleven million nine hundred eighty thousand dollars ($11,980,000) and approving certain documents and taking certain other actions in connection therewith. C. City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six), adopt a resolution authorizing the issuance of its 2024 Special Tax Refunding Bonds in a principal amount not to exceed eight million one hundred ninety thousand dollars ($8,190,000) and approving certain documents and taking certain other actions in connection therewith. D. City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six), adopt a resolution authorizing the issuance of its 2024 Special Tax Refunding Bonds in a principal amount not to exceed four million two hundred sixty-five thousand dollars ($4,265,000) and approving certain documents and taking certain other actions in connection therewith. E. Acting as the Board of Directors of the Chula Vista Municipal Financing Authority, adopt a resolution authorizing the issuance of its Local Agency Revenue Refunding Bonds in a principal amount not to exceed forty million dollars ($40,000,000) and approving certain documents and taking certain other actions in connection therewith. F. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 8 of 882 7.2 Tenant Protection Ordinance: Updates to the Chula Vista Residential Tenant Protection Ordinance, CVMC Chapter 9.65, to Remain Consistent with Recently Adopted California Senate Bill 567 816 Report Number: 24-0044 Location: No specific geographic location Department: Housing and Homeless Services G.C. § 84308: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Place an ordinance on first reading amending Chapter 9.65 of the Chula Vista Municipal Code entitled “Residential Tenant Protections” (First Reading). 8.PUBLIC COMMENTS (CONTINUED) There will be no continued Public Comment period if all speakers present at the first Public Comment period are heard. 9.CITY MANAGER’S REPORTS 10.MAYOR’S REPORTS 10.1 Consideration of City Sponsorship of $7,500 for the Day of the Child Event Hosted by the Chula Vista Community Collaborative to be Held on April 20, 2024, at Memorial Park in Chula Vista 875 Location: Memorial Park, 373 Park Way 91910 G.C. § 84308: No Environmental Notice: The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Consider City sponsorship of the event; no budget appropriation required. 11.COUNCILMEMBERS’ COMMENTS 11.1 Councilmember Preciado:881 Discussion Regarding Potential Updates to the Human Relations Commission's Role, Duties, and Procedures. 12.CITY CLERK'S REPORTS 13.CITY ATTORNEY'S REPORTS City of Chula Vista - City Council February 20, 2024 Post Agenda Page 9 of 882 14.CLOSED SESSION Announcements of actions taken in closed session shall be made available by noon on the next business day following the City Council meeting at the City Attorney's office in accordance with the Ralph M. Brown Act (Government Code 54957.7) 14.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9(d)(1) A) Name of case: City of Chula Vista v. Amerisourcebergen Drug Corporation, et al., Northern District Court of Ohio, Case No. 19-op-45750-DAP. B) Name of case: Estate of Bradley Munroe, et al. v. City of Chula Vista, et al., United States District Court, Case No. 23cv2253RBM-SBC. 15.ADJOURNMENT to the regular City Council meeting on February 27, 2024, at 5:00 p.m. in the Council Chambers. Materials provided to the City Council related to an open session item on this agenda are available for public review, please contact the Office of the City Clerk at cityclerk@chulavistaca.gov or (619) 691-5041. Sign up at www.chulavistaca.gov to receive email notifications when City Council agendas are published online. City of Chula Vista - City Council February 20, 2024 Post Agenda Page 10 of 882 City of Chula Vista Regular City Council Meeting MINUTES February 13, 2024, 5:00 p.m. Council Chambers, 276 Fourth Avenue, Chula Vista, CA Present: Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, Mayor McCann Also Present: City Manager Kachadoorian, Jill Maland representing Lounsbery Ferguson Altona & Peak LLP, Interim Acting City Attorney, Deputy Director of City Clerk Services Turner; Deputy Director of City Clerk Services Malone Minutes are prepared and ordered to correspond to the agenda. _____________________________________________________________________ 1. CALL TO ORDER The meeting was called to order a 5:09 p.m. 2. ROLL CALL Deputy Director of City Clerk Services Turner called the roll. 3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE Led by Councilmember Cardenas. 4. SPECIAL ORDERS OF THE DAY 4.1 Presentation by Environmental Services Manager Manuel Medrano on the ProduceGood Program for Chula Vista Residents Alexandra White, Mackenzie Anderson, and Jeri White, representing ProduceGood, gave a presentation on the item. 4.2 Recognition of Chula Vista Elementary School District's Leonardo da Vinci Health Sciences Charter School for being named Alliance for a Healthier Generation's 2023 List of America's Healthiest Schools Courtney Cox, representing Leonardo da Vinci Health Sciences Charter School gave a presentation, and Deputy Mayor Gonzalez presented certificates of appreciation to her and other school staff. 4.3 Presentation by the AARP Network of Age-Friendly States and Communities of a Recognition Plaque to the City of Chula Vista for Completing the Communities Cycle of Improvement Joe Garbanzos, representing AARP, recognized the City for completing the Communities Cycle of Improvement. Page 11 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 2 4.4 Presentation of a Proclamation to Valerie Magana and Colette Putnam for their Heroism on January 22, 2024, During the Flooding that occurred in the City of Chula Vista Mayor McCann read the proclamation and presented it to Valerie Magana and Collette Putnam for their heroism on January 22, 2024. 5. CONSENT CALENDAR (Items 5.1 through 5.8) Item 5.5 was removed from the consent calendar at the request of Councilmember Preciado. John Acosta, Chula Vista resident, spoke regarding items 5.3, 5.5, and 5.8. Alan C spoke regarding items 5.5, 5.6, and 5.8. Mayor McCann stated he would abstain from voting on item 5.4 due to a potential property-related conflict of interest. Moved by Mayor McCann Seconded by Deputy Mayor Gonzalez To approve the recommended actions appearing below consent calendar Items 5.1 through 5.3 and 5.5 through 5.8. The headings were read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) 5.1 Approve Meeting Minutes Approval of the minutes dated: January 22, and January 23, 2024. 5.2 Waive Reading of Text of Resolutions and Ordinances Approval of a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.3 Policy, General Plan, and Chula Vista Municipal Code Updates: Adopt an Ordinance Updating the Municipal Code Relating to the Appeal Process and Approving Changes to the Public Facilities Financing Plans Adopt an Ordinance amending the following: Chula Vista Public Facilities Financing Plan Guidelines; Chula Vista Municipal Code: Title 1 (General Provisions), Title 9 (Public Peace, Morals, and Welfare), Title 10 (Vehicles and Traffic), Title 12 (Streets and Sidewalks), Title 15 (Buildings and Construction), Title 17 (Environmental Quality), Title 18 (Subdivisions), Title 19 (Planning and Zoning), Title 21 (Historic Preservation). (Second Reading and Adoption) Item 5.3 heading: ORDINANCE NO. 3563 OF THE CITY COUNCIL APPROVING AMENDMENTS TO POLICY DOCUMENTS AND THE CHULA VISTA MUNICIPAL CODE PERTAINING TO THE DISSOLUTION OF THE GROWTH MANAGEMENT Page 12 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 3 OVERSIGHT COMMISSION AND APPEAL PROCEDURES FOR DISCRETIONARY PLANNING APPLICATIONS, AND AMENDMENTS TO THE PUBLIC FACILITIES FINANCING PLAN GUIDELINES. (SECOND READING AND ADOPTION) 5.4 Agreement: Approve the First Amendment to the Two-Party Agreement with KTUA for Design, Pre-Construction, and Construction Administration for Eucalyptus Park Renovations Mayor McCann stated he would abstain from voting on the due to a potential property-related conflict of interest. Moved by Mayor McCann Seconded by Deputy Mayor Gonzalez To adopt Resolution No. 2024-020, the heading was read, text waived. The motion was carried by the following vote: Yes (4): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, and Councilmember Preciado Abstain (1): Mayor McCann Result, Carried (4 to 0) Item 5.4 heading: RESOLUTION NO. 2024-020 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE FIRST AMENDMENT TO THE TWO-PARTY AGREEMENT BETWEEN THE CITY AND KTUA FOR DESIGN, PRE- CONSTRUCTION, AND CONSTRUCTION ADMINISTRATION SERVICES FOR EUCALYPTUS PARK RENOVATIONS 5.6 Measure A Expenditure Plan and Appropriation: Amend the Measure A Public Safety Expenditure Plan to Fund Drone Program Costs and a Recruiting Campaign for the Police Department and Appropriate Funds for That Purpose Adopt a resolution approving the amended Measure A Public Safety Expenditure Plan to fund drone program costs and a recruiting campaign for the Police Department and amending the Fiscal Year 2023/24 expenditure budget for the Measure A Sales Tax Fund to appropriate funds for that purpose. (4/5 Vote Required) Item 5.6 heading: RESOLUTION NO. 2024-022 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE AMENDED MEASURE A PUBLIC SAFETY EXPENDITURE PLAN TO FUND DRONE PROGRAM COSTS AND A RECRUITING CAMPAIGN FOR THE POLICE DEPARTMENT AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.7 Policy and Investment Report: Amend City Council Policy No. 220-01, Delegate Investment Activity Authority to the Director of Finance/Treasurer, and Accept the Investment Report for Quarter Ending December 31, 2023 Page 13 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 4 Adopt a resolution acknowledging receipt of City Council Policy No. 220-01 Investment Policy and Guidelines, amending the existing policy, delegating investment activity authority to the Director of Finance/Treasurer, and accepting the investment report for the quarter ending on December 31, 2023. Item 5.7 heading: RESOLUTION NO. 2024-023 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACKNOWLEDGING RECEIPT OF COUNCIL POLICY 220-01, INVESTMENT POLICY AND GUIDELINES, AMENDING THE EXISTING POLICY, DELEGATING INVESTMENT ACTIVITY AUTHORITY TO THE DIRECTOR OF FINANCE/TREASURER, AND ACCEPTING THE INVESTMENT REPORT FOR THE QUARTER ENDING DECEMBER 31, 2023 5.8 Agreement: Approve a Park Agreement for the Construction of a 0.5 Acre Public Park Associated with the Chula Vista Center Residential Project, also Known as the Citrus Bay Project, Located at the Former Sears Site at Chula Vista Center Paul Henkin submitted written comments in support of the item. Adopt a resolution approving the Park Agreement for the construction of a public park associated with the Citrus Bay Project located at the former Sears site at Chula Vista Center. Item 5.8 heading: RESOLUTION NO. 2024-024 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A PARK AGREEMENT BETWEEN THE CITY AND CWC BROADWAY CV 256, LLC, TO DESIGN AND CONSTRUCT A 0.5-ACRE PUBLIC PARK ASSOCIATED WITH THE CHULA VISTA CENTER RESIDENTIAL DEVELOPMENT PROJECT ITEMS REMOVED FROM CONSENT CALENDAR 5.5 American Rescue Plan Act: Waive Competitive Bidding Requirements, Authorize the Purchase, Installation, and Maintenance of Fencing on the East Side of Industrial Boulevard in the Harborside/Palomar Area, and Appropriate Funds for That Purpose Housing and Homeless Services Director Kurz responded to questions from the City Council. The following members of the public spoke in opposition to the item:  John Acosta, Chula Vista resident  Alan C.  Christine Brady, Chula Vista resident John Fischer spoke in support of the item. Paul Henkin submitted written comments in support of the item. Page 14 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 5 Moved by Mayor McCann Seconded by Councilmember Chavez To adopt Resolution No. 2024-021, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) Item 5.5 heading: RESOLUTION NO. 2024-021 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING COMPETITIVE BIDDING REQUIREMENTS PURSUANT TO CHULA VISTA MUNICIPAL CODE SECTION 2.56.070(B)(3) AND AUTHORIZING AND APPROPRIATING FUNDING FOR THE PURCHASE AND INSTALLATION OF FENCE ALONG THE EAST SIDE OF INDUSTRIAL BOULEVARD IN THE PALOMAR/HARBORSIDE AREA (4/5 VOTE REQUIRED) 6. PUBLIC COMMENTS John Acosta, Chula Vista resident, spoke regarding candidates for the upcoming election. The following members of the public spoke regarding First Amendment rights:  Alan C.  Robert Johnson Joseph Raso, Chula Vista resident, spoke regarding tenant protections. Carlos Rodriguez, Chula Vista resident, spoke regarding a potential City partnership with the Envision Broadway Revitalization Committee. Sarah Ochoa, Chula Vista resident, expressed gratitude to the Mayor and City Council for their involvement in matters related to human health at the border and recent flooding. John Fischer spoke regarding fencing on Industrial Boulevard. Leticia Lares spoke regarding various matters. The meeting was recessed at 6:18 p.m. and resumed at 6:26 p.m. 7. ACTION ITEMS 7.1 Annual Report: Accept the Audited Annual Comprehensive Financial Report (ACFR) for Fiscal Year Ended June 30, 2023 and Update on General Fund Reserve Funds Finance Director Schoen gave a presentation and responded to questions from the City Council. Alan C. spoke in opposition to the item. Moved by Mayor McCann Seconded by Councilmember Chavez Page 15 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 6 To adopt Resolution No. 2024-025, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) Item 7.1 heading: RESOLUTION NO. 2024-025 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING THE AUDITED ANNUAL COMPREHENSIVE FINANCIAL REPORT (ACFR) FOR FISCAL YEAR ENDING JUNE 30, 2023 7.2 Agreement: Approve an Agreement for the Continuation and Expansion of the Work for Hope Program with McAlister Institute for Treatment and Education, Inc. Mayor McCann announced that the item was pulled by a member of staff. 7.3 Employee Compensation and Positions: Approve Amended Classification Plan and Compensation Schedule; Position Counts; Revised Compensation Schedule; and Updated Conflict of Interest Code Assistant Human Resources Director Tomlinson announced that approval of the item would affect executive compensation. The following members of the public spoke in opposition to the item:  Alan C.  John Acosta, Chula Vista resident Moved by Mayor McCann Seconded by Deputy Mayor Gonzalez To adopt Resolution Nos. 2024-026 through 2024-029, the headings were read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) Item 7.3 headings: A) RESOLUTION NO. 2024-026 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AMENDING THE CLASSIFICATION PLAN AND COMPENSATION SCHEDULE TO (1) REFLECT THE ADDITION AND DELETION OF POSITION TITLES AND (2) SALARY ADJUSTMENTS FOR CERTAIN CLASSIFICATIONS AND AMENDING THE AUTHORIZED POSITION COUNT IN VARIOUS DEPARTMENTS B) RESOLUTION NO. 2024-027 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE REVISED FISCAL YEAR 2023-24 COMPENSATION SCHEDULE EFFECTIVE FEBRUARY 9, 2024, AS REQUIRED BY CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5 Page 16 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 7 C) RESOLUTION NO. 2024-028 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA MAKING VARIOUS AMENDMENTS TO THE FISCAL YEAR 2023/24 BUDGET AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) D) RESOLUTION NO. 2024-029 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA MODIFYING THE APPENDIX TO THE LOCAL CONFLICT OF INTEREST CODE TO AMEND THE LIST OF DESIGNATED FILERS, AND ASSOCIATED DISCLOSURE CATEGORIES ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHULA VISTA MUNICIPAL CODE SECTION 2.05.010 ADDING THE UNCLASSIFIED POSITION TITLES OF ASSISTANT DIRECTOR OF PARKS AND RECREATION, DEPUTY DIRECTOR OF ANIMAL SERVICES AND DEPUTY DIRECTOR OF DEVELOPMENT SERVICES (FIRST READING) (4/5 VOTE REQUIRED) 7.4 Legislative Platform: Approve an Amendment to the 2023-2024 Legislative Platform Special Projects Manager Hernandez gave a presentation. The following members of the public spoke in opposition to the item:  Alan C.  John Acosta, Chula Vista resident Paul Henkin submitted written comments in support of the item. Moved by Councilmember Preciado Seconded by Mayor McCann To adopt Resolution No. 2024-030, as amended, to edit legislative priority No. 3 to focus on improvements to all westside parks, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) Item 7.4 heading: RESOLUTION NO. 2024-030 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AMENDMENT TO THE 2023-2024 LEGISLATIVE PLATFORM 8. PUBLIC COMMENTS (CONTINUED) There were no additional public speakers. 9. CITY MANAGER’S REPORTS There were none. Page 17 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 8 9.1 Council Referral: Response on SR 125 Toll Road Briefing Request Andre Douzdijian, representing SANDAG gave a presentation and responded to questions from the City Council. The following members of the public spoke regarding the item:  Alan C.  S. Hodge, Chula Vista resident Paul Henkin submitted written comments in opposition to the item. 10. MAYOR’S REPORTS Mayor McCann extended holiday greetings. 10.1 Appointment to the Sustainability Commission Moved by Mayor McCann Seconded by Councilmember Cardenas To approve the above appointment of Abigail Costello to the Sustainability Commission. Yes (5): Councilmember Cardenas, Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) 11. COUNCILMEMBERS’ COMMENTS Deputy Mayor Gonzalez and Councilmember Chavez provided updates from the recent Metropolitan Transit Board meeting. Councilmembers reported on attendance at recent events and made community announcements. At the request of Councilmember Preciado, there was a consensus of the City Council to direct staff to add an item regarding the Human Relations Commission's role, duties, and procedures to a future City Council meeting. At the request of Mayor McCann, there was a consensus of the City Council to direct staff to add an item regarding City sponsorship for the Day of the Child to a future City Council meeting. 12. CITY CLERK'S REPORTS There were none. 13. CITY ATTORNEY'S REPORTS There were none. Page 18 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024-02-03 City Council Regular Meeting Minutes Page 9 14. CLOSED SESSION Pursuant to Resolution No. 13706 and City Council Policy No. 346-03, the City Attorney maintains official minutes and records of action taken during closed session. Acting City Attorney Maland announced that the City Council would not convene in closed session to discuss the items listed below. 14.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9(d)(1) Item was not heard. Closed Session was canceled. 15. ADJOURNMENT The meeting was adjourned at 9:16 p.m. Minutes prepared by: Tyshar Turner, Deputy Director of City Clerk Services _________________________ Kerry K. Bigelow, MMC, City Clerk Page 19 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda v . 0 03 P a g e | 1 February 20, 2024 ITEM TITLE Employee Compensation and Positions: Adopt an Ordinance to Update the List of Unclassified City Position Titles Location: No specific geographic location Department: Human Resources G.C. § 84308: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt an ordinance amending Chula Vista Municipal Code Section 2.05.010 to add the unclassified position title of Deputy Director of Animal Services and Deputy Director of Development Services. (Second Reading and Adoption) (4/5 Vote Required) Summary This ordinance was placed on first reading on February 13, 2024. The original staff report can be accessed at the following link: https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=38323 Please note, the original staff report may include information beyond the scope of the ordinance proposed for adoption with this action. For questions, please contact the staff indicated in the original staff report or cityclerk@chulavistaca.gov. Page 20 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda SECOND READING AND ADOPTION ORDINANCE NO.___________ ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHULA VISTA MUNICIPAL CODE SECTION 2.05.010 ADDING THE UNCLASSIFIED POSITION TITLES OF ASSISTANT DIRECTOR OF PARKS AND RECREATION, DEPUTY DIRECTOR OF ANIMAL SERVICES AND DEPUTY DIRECTOR OF DEVELOPMENT SERVICES WHEREAS, the Human Resources Department has created new classifications to better reflect the needs of the City’s workforce; and WHEREAS, the Deputy Director of Animal Services and Deputy Director of Development Services positions, given its duties and responsibilities, is an unclassified management position, within the meaning of Charter Section 701; and WHEREAS, Chula Vista City Charter Section 500(D) requires that all new unclassified management level positions be adopted by ordinance and a four-fifths vote of the Council. NOW, THEREFORE, the City Council of the City of Chula Vista does ordain as follows: Section I. That Section 2.05.010 of the Chula Vista Municipal Code is hereby amended to read as follows: 2.05.10 Unclassified positions established. In addition to those unclassified positions specifically delineated in Section 500 of the Charter of the City, there are established the unclassified positions entitled: Administrative Secretary (Mayor, At Will), Administrative Services Manager, Animal Care Facility Administrator, Animal Care Facility Manager, Assistant Chief of Police, Assistant Director of Development Services, Assistant Director of Engineering, Assistant Director of Human Resources, Assistant Director of Finance, Assistant Director of Parks and Recreation, Assistant Director of Public Works, Assistant Director of Recreation, Budget and Analysis Manager, Building Official, Building Official/Code Enforcement Manager, Chief Information Security Officer, Chief of Staff, Chief Sustainability Officer, City Engineer, Code Enforcement Manager, Communications Manager, Constituent Services Manager, Deputy City Manager, Deputy Fire Chief, Deputy Director of Animal Services, Deputy Director of Community Services, Deputy Director of Development Services, Development Project Manager, Development Services Department Director, Director of Animal Services, Director of Community Services, Director of Conservation and Environmental Services, Director of Economic Development, Economic Development Manager, Emergency Services Manager, Fire Division Chief, FA Accounting Technician, FA Administrative Analyst I, FA Administrative Analyst II, FA Analyst, FA Cyber Security Program Manager, FA Deputy Director LECC, FA Deputy Executive Director, FA Executive Director, FA Public Private Partnership and Exercise Program Manager, FA Director of San Diego Law Enforcement Coordination Center, FA Executive Assistant, FA Financial Manager, FA Geospatial Intelligence Analyst, FA IVDC-LECC Page 21 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance No. Page No. 2 Executive Director, FA Law Enforcement Coordination Center Information Technology Manager, FA Intelligence Analyst, FA Management Assistant, FA Microcomputer Specialist, FA Network Administrator I, FA Network Administrator II, FA Network Administrator III, FA Program Analyst, FA Program Assistant Supervisor, FA Program Manager, FA Network Engineer, FA Senior Financial Analyst, FA Senior Intelligence Analyst, FA Senior Program Assistant, FA Senior Secretary, FA Supervisory Intelligence Analyst, Facilities Financing Manager, Finance Manager, Housing Manager, Human Resources Manager, Information Technology Manager, Law Office Manager, Office Specialist (Mayor’s Office), Planning Manager, Police Administrative Services Administrator, Police Captain, Policy Aide, Public Works Superintendent, Purchasing Agent, Redevelopment and Housing Manager, Revenue Manager, Risk Manager, Senior Council Assistant, Special Projects Manager and Traffic Engineer. Section II. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section III. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Section IV. Effective Date This Ordinance shall take effect and be in force on the thirtieth day after its final passage. Section V. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by Tanya Tomlinson Jill D.S. Maland Director of Human Resources/Risk Management Lounsbery Ferguson Altona & Peak Acting City Attorney Page 22 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda v . 0 0 4 P a g e | 1 February 20, 2024 ITEM TITLE Affordable Housing: Authorize Joint Application to and Participation in the Homekey Program with Wakeland Housing and Development Corporation for Rehabilitation and Conversion of the Palomar Motel into Permanent Supportive Housing Report Number: 24-0023 Location: 1160 Walnut Avenue, 91911 Department: Housing and Homeless Services G.C. § 84308: No Environmental Notice: The Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities), Section 15326 (Acquisition of Housing for Housing Assistance Programs), and Section 15061(b)(3) (Common Sense Exemption). Recommended Action Adopt a resolution authorizing the City of Chula Vista to jointly apply to and participate in the Homekey Program, with Wakeland Housing and Development Corporation, for the rehabilitation and conversion of the Palomar Motel into Permanent Supportive Housing, and authorizing the City Manager or designee to negotiate and enter into a developer agreement(s) with Wakeland Housing and Development Corporation. SUMMARY The City of Chula Vista owns the site of the former Palomar Motel, located at 1160 Walnut Avenue (Property), and intends to rehabilitate and convert it into Permanent Supportive Housing for formerly homeless households. After conducting a competitive selection process, City staff have selected Wakeland Housing and Development Corporation as its proposed developer partner. To carry out the rehabilitation and conversion, the City intends to apply to the Homekey program, administered by the California Department of Housing and Community Development, for funding in an amount not to exceed $10,175,000. This action will authorize the City Manager to apply for the Homekey funds with Wakeland Housing and Development Corporation and enter into all necessary documents to the confirm the partnership. Page 23 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 2 ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed Project for compliance with the California Environmental Quality Act (CEQA) and has determined that the Project qualifies for a Categorical Exemption pursuant to State CEQA Guidelines Section 15301 (Existing Facilities), Section 15326 (Acquisition of Housing for Housing Assistance Programs), and Section 15061(b)(3) (Common Sense Exemption). This is because the action to acquire the motel for the purpose of providing PSH would not result in a significant effect on the environment, create a cumulative impact, damage a scenic highway, or cause a substantial adverse change in the significance of a historical resource. Therefore, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION Homekey Program Homekey is a California Department of Housing and Community Development (HCD) program created in the wake of the COVID-19 pandemic to convert motels and other housing types to permanent or interim housing for homeless persons. The City applied for funding in the third Homekey round in connection with the Palomar Motel project, pursuant to Resolution No. 2023-109, but was not awarded funds. Since then, the City has taken significant steps to increase its likelihood of success in future funding rounds, including acquiring the Property, commissioning a physical needs analysis, and identifying a proposed developer partner. It is expected that Homekey funds will release a Phase 4 Notice of Funding Availability (NOFA) in March 2024. Because Homekey applications have been reviewed on a rolling basis during the application window, City staff are taking steps to be prepared to apply as early as possible, with approved resolutions and other documentation in hand. Homekey is a critical funding source for the rehabilitation of the project, as the program is tailor-made for rehabilitation of such motels for use as Permanent Supportive Housing (PSH), which is a best-practice intervention for addressing homelessness that combines permanent, subsidized housing with voluntary, wraparound supportive services, needed by the Very-Low Income population it serves. Awards from other affordable housing programs, such as Low-Income Housing Tax Credits, would be difficult to secure for this project’s size and scope. Motel Acquisition and Rehabilitation The City acquired the Palomar Motel on October 6, 2023, for $6,200,000, authorized by Resolution No. 2023- 108, adopted on July 25, 2023. The City’s intent for the motel is to rehabilitate it and convert it into PSH for formerly homeless households. It is anticipated that approximately 28 units of PSH will be provided at the site, with additional space set aside for supportive services and onsite management. To convert the motel rooms into long-term housing, the City intends to add kitchenettes and perform other unit upgrades and carry out a wide range of necessary building repairs. Kitchell Corporation was commissioned to provide a Feasibility Study Draft Report to identify the scope of needed repairs and determine a cost estimate. The full cost of carrying out all repairs and improvements was estimated at $8,134,501. The rehabilitation scope would include accessibility upgrades to comply with the Americans with Disabilities Act (ADA); stairway replacement; new fire sprinklers and other life safety improvements, and major upgrades to the plumbing, electrical, HVAC, and other systems. An additional Page 24 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 3 amount of approximately $1,115,500 beyond Kitchell Corporation’s estimate has been budgeted for unaccounted soft costs and a developer fee in line with Homekey regulations. Competitive Selection Process The City used a two-step selection process to select a developer partner, with a Request for Qualifications (RFQ) followed by a Request for Proposals (RFP). The RFQ for development teams to construct, rehabilitate, and/or operate PSH was issued on July 24, 2023 and concluded on August 24, 2023. The purpose of the RFQ was to evaluate general organizational experience and capacity rather than project-specific proposals. The evaluation criteria included developer experience, service provider experience, and experience financing affordable housing projects. Four organizations submitted responses to the RFQ: Wakeland Housing and Development Corporation (Wakeland), PATH Ventures (PATH), Milestone Housing Group, LLC (Milestone), and RPM JT2 Horizon. An ad hoc committee of City staff members evaluated the proposals and determined that three of the four organizations (Wakeland, Path, and Milestone) met the minimum criteria for qualifications. The RFP to select a partner for substantial rehabilitation and operation of PSH at 1160 Walnut Avenue was issued on December 11, 2023, with a mandatory site tour held on Monday, December 18, 2023. The RFP evaluation criteria included the following categories: Homekey competitiveness and proposal quality (40%); PSH services plan (35%); and developer qualifications (25%). The three previously qualified organizations were invited to submit responses and were personally notified of the mandatory site tour by City staff. Wakeland and PATH attended the tour, with Milestone not attending. The RFP concluded on Monday, January 22, 2024. Wakeland was the sole organization to submit a response. Staff reviewed the submittal and found it to be responsive and responsible and recommends moving forward with the selection of Wakeland as a developer partner. Wakeland Housing and Development Corporation Proposal Wakeland’s proposal includes a preliminary financing plan, an alternate financing scenario, a services plan, and more details regarding their organizational experience and capacity. Two critical aspects of Wakeland’s financing plan include Homekey funds and an issuance of Project-Based Section 8 Vouchers from the County of San Diego. The Homekey funds would provide necessary capital for the rehabilitation of the project, while the Project-Based Section 8 Vouchers would provide an ongoing operating subsidy to the project to ensure its long-term viability. Wakeland’s PSH plan satisfies Homekey requirements and demonstrates a strong working knowledge of required processes for leasing and operations of PSH. Their proposal budgets for 1.5 Full Time Equivalent services staff to provide case management and other wraparound services at the Property. Wakeland points to its 96% housing retention rate and 96% participation rate for its supportive housing residents as evidence of its strong track record in operating PSH. Finally, Wakeland’s developer qualifications are excellent. The company has completed 11 projects within the last five years, eight of which have a PSH component. It was awarded Homekey funds in a previous round for an apartment conversion project in San Diego. Wakeland’s current portfolio consists of 5,882 housing units. Its fiscal outlook is healthy and trending upwards. A review of recently completed projects demonstrates that the company delivers completed projects in a cost-effective manner. A review of operating budgets for projects in operation shows positive cash flow and demonstrates that projects are operated in line with budget expectations. A subsidiary entity, Wakeland Opportunities for Affordable Housing, is Page 25 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 4 certified as a Community Housing Development Organization (CHDO), a classification created by the United States Department of Housing and Urban Development (HUD) that allows Wakeland to qualify for certain federal funds. City staff have full confidence that Wakeland has the experience and capacity to take on the proposed project. Partnership/Developer Agreement To carry out the construction and operation of the project, the City would need to enter into an agreement or set of agreements with Wakeland. Such agreements may consist of a developer agreement, management agreement, services agreement, partnership agreement, or other documents identifying each party’s roles and responsibilities. This resolution would authorize the City Manager or her designee to negotiate and execute such agreements with Wakeland consistent with this resolution and its basic purpose. The sale or transfer of the Property is not authorized by this resolution. DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City of Chula Vista City Council members and has found no property holdings within 1,000 feet of the boundaries of the property which is the subject of this action. Consequently, this item does not present a disqualifying real property-related financial conflict of interest under California Code of Regulations Title 2, section 18702.2(a)(7) or (8), for purposes of t he Political Reform Act (Cal. Gov’t Code §87100, et seq.). Staff is not independently aware and has not been informed by any Chula Vista City Council member, of any other fact that may constitute a basis for a decision -maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT This action does not request appropriation of funds. The resolution would allow the City to apply for and receive state Homekey funds in connection with the proposed project. ONGOING FISCAL IMPACT If successfully awarded funds, the City will work with its developer partner to identify additional funding sources for the ongoing maintenance and operations of the property. It is not anticipated that City funds will be used for ongoing operations. If necessary, any City funding commitments will be considered in a separate City Council action. ATTACHMENTS None. Staff Contact: Carlos Rodriguez, Management Analyst II Brian Warwick, Housing Manager Stacey Kurz, Director of Housing & Homeless Services Page 26 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Form Rev 3/6/2023 RESOLUTION NO. 24-0023 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING JOINT APPLICATION TO AND PARTICIPATION IN THE HOMEKEY PROGRAM FOR REHABILITATION AND CONVERSION OF THE PALOMAR MOTEL INTO PERMANENT SUPPORTIVE HOUSING AND AUTHORIZING THE CITY MANAGER TO ENTER INTO DEVELOPMENT AGREEMENT(S) WITH WAKELAND HOUSING AND DEVELOPMENT CORPORATION WHEREAS, the City of Chula Vista (“Co-Applicant”) owns the real property located at 1160 Walnut Avenue, commonly known as the Palomar Motel (the “Project”); and WHEREAS, the Co-Applicant intends to convert the Project into Permanent Supportive Housing, providing long-term housing and supportive services for formerly homeless households; and WHEREAS, the Co-Applicant carried out a competitive selection process consisting of a Request for Qualifications (“RFQ”) and Request for Proposals (“RFP”) to select a developer partner for the rehabilitation and operation of the Project, and selected Wakeland Housing and Development Corporation (“Corporation”) as its proposed developer partner; and WHEREAS, the California Department of Housing and Community Development (“Department”) may issue a Notice of Funding Availability (“NOFA”) for Round 4 of the Homekey Program in 2024; and WHEREAS, the Co-Applicant desires to jointly apply for Homekey grant funds with Corporation, and Co-Applicant is therefore joining Corporation in the submittal of an application for Homekey funds (“Application”) to the Department for review and consideration; and WHEREAS, the Department is authorized to administer Homekey pursuant to the Multifamily Housing Program (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code), and Homekey allocations are subject to the terms and conditions of the NOFA, the Application, the Department-approved STD 213, Standard Agreement (“Standard Agreement”), and all other legal requirements of the Homekey Program; and WHEREAS, the City Council desires to authorize the City Manager to negotiate and enter into all necessary agreements with Corporation for the development of the Project, consistent with this resolution and its basic purpose. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it authorizes and directs the City Manager or their designee to submit an Application to the Page 27 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Resolution No. 24-0023 Page 2 Department in response to the NOFA, and to jointly apply for Homekey grant funds in a total amount not to exceed $10,175,000. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that if the Application is approved, the City Manager is hereby authorized and directed to enter into, execute, and deliver a Standard Agreement in a total amount not to exceed $10,175,000, any and all other documents required or deemed necessary or appropriate to secure the Homekey funds from the Department and to participate in the Homekey Program, and all amendments thereto, as approved by the City Attorney (collectively, the “Homekey Documents”). BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that Co- Applicant acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement, and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made a part thereof. Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that the City Manager or her designee is authorized to execute the Application and the Homekey Documents on behalf of Co-Applicant for participation in the Homekey Program. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that the City Manager or her designee is authorized to negotiate and enter into all necessary developer or partnership agreements with Corporation on behalf of Co-Applicant for the development and operation of Permanent Supportive Housing at the Project consistent with this resolution and its basic purpose. Presented by Approved as to form by Stacey Kurz Jill D.S. Maland Director of Housing and Homeless Services Lounsbery Ferguson Altona & Peak Acting City Attorney Page 28 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda From: alan mil Sent: Tuesday, February 20, 2024 7:59 AM Subject: Save Attachment File - TODAY 5PM Chula Vista Meeting Council Cardenas Cartel Resigns WARNING - This email originated from outside the City of Chula Vista. Do not click any links and do not open attachments unless you can confirm the sender. PLEASE REPORT SUSPICIOUS EMAILS BY USING THE PHISH ALERT REPORT BUTTON or to reportphishing@chulavistaca.gov COPY TO NEWS MAYORS CHULA VISTA COUNCIL BCC TO VOTERS FED UP WITH TAX WASTE Good Morning, @CHULA VISTA CITY CLERK - Please place Email with JPGs under Agenda 5.4 today's meeting. Please Save Attachment File at bottom this Email; has complete list of ALL elected officials every city in San Diego County and links to every City, County and SANDAG meeting. When you contact your city politician, send your email to ALL Mayors and News from the list. This INFORMS ALL the world is watching to do the right thing to STOP TAX WASTE AND CORRUPTION. TODAY FEBRUARY 20 2024 CITY MEETING 5PM TUESDAY 276 FOURTH AVE CHULA VISTA https://pub-chulavista.escribemeetings.com/Meeting.aspx?Id=c1710f0d-d91e-4a3b-8ba3- f1aa538ccbde&Agenda=Agenda&lang=English PLEASE SPEAK AGENDA 5.4 TAX WASTE OVER $10 MILLION CONVERT PALOMAR HOTEL THE HOTEL GOOD ENOUGH FOR TOURISTS WHY $10 MILLION WASTE? 1160 WALNUT AVE CHULA VISTA IGNORES HOMES NEXT DOOR NO MONITORING WILL NOT REMOVE HOMELESS DRUG TENTS https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=38429 VOTE NO PROP 1 Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 29 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda CA 2024 PROP 1 $6.38 Billion Bonds TAKES AWAY HOMELESS MEDICAL TREATMENT FUNDS FUNDS DIVERTED TO GOVERNMENT HOUSING PROJECTS CA PRIMARY ELECTION GUIDE VOTE MARCH 5 2024 ELECTION DOWNLOAD GUIDE WORD SEARCH EXPOSE FACTS (PAGES 37-105) https://vig.cdn.sos.ca.gov/2024/primary/pdf/complete-vig.pdf SEARCH "affordable housing" PAGE 51 Changes R1 Zoning Single Family Homes DESTROY COMMUNITIES ALL NEIGHBORHOODS Multi Level Government Project Housing Every Neighborhood "For affordable housing, the applicable objective standards shall be those for the zone that allows residential use at a greater density between the following: The existing zoning designation for the parcel if existing zoning allows for residential use. The zoning designation for the closest parcel that allows residential use at a density deemed appropriate to accommodate housing for lower income households in that jurisdiction as specified in paragraph (3) of subdivision (c) of Section 65583.2 of the Government Code." Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 30 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda GOVERNMENT THE BIGGEST CARTEL CAUSE HOMELESS CHULA VISTA COUNCIL ANDREA CARDENAS AND HER BROTHER JESUS CARDENAS GRASSROOTS POLITICAL OPERATIVE USES CROSS FUNDING WITH HARBOR COLLECTIVE CANNABIS. TOOK IN PPP FUNDS BY CLAIMING 32 EMPLOYEES FROM THEIR HARBOR COLLECTIVE CONNECTION TO FUND ELECTION OF COUNCIL CARDENAS. FEDS KNEW CARDENAS GRASSROOTS A CAMPAIGN OPERATIVE GAVE THE MONEY FOR DEMOCRAT PARTY AND IGNORED MANY BUSINESSES THAT PAID TAXES FOR TWO YEARS DURING COVID; THE MONEY NOW FUNDS PPP HANDOUTS YET MANY SMALL BUSINESS RECEIVED NO PPP ASSIST! CITY COUNCIL ANDREA CARDENAS AND HER BROTHER JESUS CARDENAS AWAITING TRIAL CHARGED BY COUNTY DA FOR MONEY LAUNDERING AND THEFT, YET CARDENAS STILL VOTES DECIDING WHO GETS ON CITY FUNDING PROJECTS. Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 31 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda https://voiceofsandiego.org/2023/11/02/morning-report-da-goes-after-cardenas-siblings/ PDF DA CHARGE https://voiceofsandiego.org/wp-content/uploads/2023/11/DAclaimscardenas.pdf ANDREA CARDENAS DISTRICT APPROVED TWO CANNABIS SHOPS SERVE HOMELESS CITY SANCTIONED MARIJUANA SAME PARKING LOT ENDANGER SENIOR CITIZENS AT IHOP AND WOMAN AT PLANET FITNESS GYM 1214 Broadway Chula Vista, CA 91911 https://www.harvesthoc.com/locations/california/chula-vista/harvest-of-chula-vista/ 1208 Broadway Chula Vista, CA 91911 https://e7ca.com/our-locations/chula-vista/ TWO CANNABIS DISPENSARIES SAME PARKING LOT TWO BLOCKS FROM ELEMENTARY SCHOOL TODAY HOMELESS STAGNATION FROM CANNABIS SHOPS SPONSORED BY GOVERNMENT PROFITS Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 32 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ANDREA CARDENAS RESIGNS AS CITY COUNCIL FACES PRELIMINARY HEARING TODAY STILL PROFITING OFF CANNABIS SHOPS https://laprensa.org/cvs-cardenas-resigns-office-amid-criminal-charges COUNCIL CARDENAS CANNABIS CARTEL ELECTION CORRUPTION FOR YEARS "One client has been Blue Water Governmental Affair, a local firm specializing in representing cannabis dispensaries. Blue Water is owned by Dallin Young, the former head of the Association of Cannabis Professionals that worked with Grassroots Resources on cannabis ballot initiatives in local cities. Cardenas does not disclose the nature of the work or any of Blue Water's clients that Grassroots Resources may have represented. Another Grassroots client is Margin Victories, a political consulting firm owned by Jehoan Espinoza, a local political consultant who has worked on various campaigns with Grassroots Resources, including last year's campaigns of Chula Vista Council members Jose Preciado and Carolina Chavez, who, together with Cardenas, now make up a majority of the Council.Margin Victories received payments of over $1.1 million last year from the San Diego County Democratic Party for member communications campaigns in support of Preciado, Chavez, and Ammar Campa-Najjar, the losing candidate for Mayor in last year's election.During the 2022 elections, Margin Victories paid $205,000 to Grassroots Resources for work on the Chula Vista campaigns for Preciado, Chavez, and Campa-Najjar, as well as Chula Vista Elementary School District candidates. Margin Victories' Espinoza lived at the same address as Councilwoman Cardenas while he was running the campaigns for City Council candidates and while Margin Victories paid her company. Cardenas has not disclosed any of Margin Victories' clients. Grassroots Resources also represented March & Ash, the largest cannabis company in San Diego. March & Ash owns two branded dispensaries in Chula Vista, and operates a third location run under a different brand, Pacabol. Both March & Ash representatives and Jesus Cardenas confirm that the payments were for work related to Imperial Beach, but the company's locations in Chula Vista could still pose a conflict of interest for the Councilwoman." https://laprensa.org/acardenasdisclosures Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 33 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda -- Alan Curry Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 34 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications - Item 5.4 Curry - Received 2/20/2024 Page 35 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda v . 0 04 P a g e | 1 February 20, 2024 ITEM TITLE Agreement: Approve Renegotiated Agreement with Nationwide Retirement Solutions, Inc. for Administration of City’s 457(b) Deferred Comp and 401(a) Money Purchase Plans, Delegate Role of Plan Sponsor, and Authorize Establishing an Oversight Committee Report Number: 24-0053 Location: No specific geographic location Department: Finance G.C. § 84308: Yes Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt a resolution approving an agreement with Nationwide Retirement Solutions, Inc. to provide administrative services of the City’s 457(b) Deferred Compensation Plan and 401(a) Money Purchase Plan; delegating to the Director of Finance/Treasurer the role of Plan Sponsor of 457(b) and 401(a) plans to carry out the fiduciary responsibilities of the plans; and authorizing the Director of Finance/Treasurer to establish a Deferred Compensation Plan Oversight Committee. SUMMARY The City sponsors a 457(b) Deferred Compensation Plan and 401(a) Money Purchase Plan (the “Plans”) for plan participants. Nationwide Retirement Solutions Inc. is the current plan administrator for the City’s deferred compensation plans. As the fiduciary for the Plans, the City reached out to Fiduciary Experts, LLC, the City’s fiduciary retirement plan consulting firm, to conduct a blind request for information (RFI) in late 2023 from 457(b) and 401(a) plan administrators to primarily evaluate the administrative fees of the Plans. After an evaluation of information provided from multiple deferred compensation plan administrators, staff recommends approving a renegotiated agreement with Nationwide Retirement Solutions, Inc. to provide administrative services with lower administrative fees and other new terms and conditions that benefit plan participants. Additionally, staff recommends that the City Council delegate to the Director of Finance/Treasurer the role of Plan Sponsor of 457(b) and 401(a) plans to carry out the fiduciary Page 36 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 2 responsibilities of the plan. Lastly, staff recommends that the City Council authorize the Director of Finance/Treasurer to establish a Deferred Compensation Plan Oversight Committee (the “Committee”) to delegate some or all of his or her administrative and fiduciary oversight duties and authority to the Committee. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because the proposed activity consists of a governmental fiscal/administrative activity which does not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION Renegotiated Agreement: The City sponsors a 457(b) Deferred Compensation Plan and 401(a) Money Purchase Plan for Plan participants. The City requires a plan administrator for the City’ Plans. Under the California State Constitution, Article XVI Section 17, government entities that sponsor a 457(b) and or 401(a) plans have fiduciary responsibilities as Plan Sponsor to ensure the operation and investment of the public retirement plan is for the exclusive purpose of providing benefits to participants and beneficiaries. The fiduciary responsibilities include investing the assets of the plan, administering the plan, and engaging in a prudent process for making all decisions related to the operation of the plan, including decisions related to the plan’s investments and related services. To perform its due diligence as the fiduciary of the Plans and confirm competitive pricing, the City reached out to Fiduciary Experts, LLC, the City's fiduciary retirement plan consulting firm, to conduct a blind request for information (RFI) in late 2023 primarily to evaluate the administrative fees of the Plans but also to review all the terms and conditions, including but not limited to investment options, asset values, fixed account interest rates, and additional fees that may be charged by the plan administrators. After evaluating the information provided by multiple plan administrators through the RFI, staff is recommending the City approve a renegotiated agreement with Nationwide Retirement Solutions, Inc., the City’s current plan administrator since 2005, to continue to provide administrative services with lower administrative fees and other new terms and conditions that benefit plan participants. With the approval of this agreement, the City will obtain lower plan fees, higher competitive fixed interest rates, and enhanced investment options for plan participants, and a lifetime income product for those who wish to include this into their retirement income planning. The administrative fee for the plan will go from 0.05% to 0.035% of the Plan’s account value held by Nationwide, resulting in lower costs for all plan participants. Page 37 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 3 Delegation to Director of Finance/Treasurer: Due to the complexity of providing employer sponsored 457(b) and 401(a) plans and associated responsibilities, this item seeks to delegate fiduciary responsibilities as Plan Sponsor to the Director of Finance/Treasurer, as the subject matter expert, and authorizes the Director of Finance/Treasurer to establish a Deferred Compensation Plan Oversight Committee to delegate some or all of his or her administrative and fiduciary oversight duties and authority to the Committee. At a minimum, Committee membership will include the Director of Finance/Treasurer and Director of Human Resources/Risk Management. The Committee will provide oversight through regular meetings to review plan performance, compliance, and fees. City Council’s adoption of the resolution approves the delegation of fiduciary responsibilities of Plan Sponsor to the Director of Finance/Treasurer, approves the Nationwide Administrative Services Agreement for Director of Finance/Treasurer to sign as Plan Sponsor, and authorizes the Director of Finance/Treasurer to establish a Deferred Compensation Plan Oversight Committee. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Council members do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware, and has not been informed by any council member, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT There is no current-year fiscal impact as a result of accepting this administrative services agreement with Nationwide Retirement Solutions, Inc. All costs related to these services are paid by plan participants. ONGOING FISCAL IMPACT There is no ongoing fiscal impact as a result of accepting this administrative services agreement with Nationwide Retirement Solutions, Inc. All costs related to these services are paid by plan participants. ATTACHMENTS 1. Nationwide Retirement Solutions, Inc. Administrative Services Agreement 2024 Staff Contact: Sarah Schoen, Director of Finance/Treasurer Hanna Ecijan, Principal Accountant, Finance Department Page 38 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE CITY AND NATIONWIDE RETIREMENT SOLUTIONS, INC., APPROVING THE DELEGATION OF PLAN SPONSOR AND ITS DUTIES OF THE 457(B) AND 401(A) PLANS TO THE DIRECTOR OF FINANCE/TREASURER, AND APPROVING THE ESTABLISHMENT OF AN OVERSIGHT COMMITTEE WHEREAS, under Section 457(b) and 401(a) of the Internal Revenue Code (“IRC”), government entities may sponsor a deferred compensation plan to allow employees to defer income tax on retirement savings into future years. The City sponsors a Governmental 457(b) Deferred Compensation Plan under Section 457(b) and 401(a) Money Purchase Plan under Section 401(a) of the IRC; and WHEREAS, under the California State Constitution, Article XVI Section 17, government entities that sponsor a 457(b) and/ or 401(a) plans, have fiduciary responsibilities as Plan Sponsors to ensure the operation and investment of their respective public retirement plans are for the exclusive purpose of providing benefits to participants and beneficiaries. The fiduciary responsibilities include investing the assets of the plan, administering the plan, and engaging in a prudent process for making all decisions related to the operation of the plan, including decisions related to the plan’s investments and related services; and WHEREAS, the City reached out to Fiduciary Experts, LLC, the City’s fiduciary retirement plan consulting firm to conduct a blind request for information in late 2023 primarily to evaluate the administrative fees of the Plans but also to review all the terms and conditions, including but not limited to investment options, asset values, fixed account interest rates, and additional fees that may be charged by plan administrators; and WHEREAS, after evaluations were completed, staff is recommending the City approve a renegotiated agreement with the City’s current plan administrator since 2005, Nationwide Retirement Solutions, Inc, hereinafter known as Nationwide, a Delaware Corporation and an affiliate and subsidiary of Nationwide Financial Services, Inc., under a renegotiated Administrative Services Agreement and other new terms and conditions that allows the City to obtain lower plan fees, higher competitive fixed interest rates, enhanced investment options for plan participants, and a lifetime income product for those who wish to include this into their retirement income planning; and WHEREAS, the City desires to continue to contract with Nationwide in connection with the administration of the Plan; and WHEREAS, the City Council desires to delegate to the Director of Finance/Treasurer the role of Plan Sponsor to carry out the fiduciary responsibilities of the 457(b) and 401(a) plans and Page 39 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Resolution No. Page 2 authorize the Director of Finance/Treasurer to establish a Deferred Compensation Plan Oversight Committee, hereinafter referred to as “the Committee” to delegate some or all of his or her administrative and fiduciary oversight duties and authority to the Committee. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it delegates to the Director of Finance/Treasurer the role of Plan Sponsor of the 457(b) and 401(a) plans to carry out the fiduciary responsibilities of the plan; and BE IT FURTHER RESOLVED that the City Council may revoke or change such delegation of authority and responsibilities under one or more of the Plans at any time; and BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it approves the Administrative Services Agreement for the Governmental 457(b) Deferred Compensation Plan and 401(a) Money Purchase Plan, between the City and Nationwide in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes the Director of Finance/Treasurer to sign the Agreement as Plan Sponsor; and BE IT FURTHER RESOLVED that the Director of Finance/Treasurer is authorized to establish a Deferred Compensation Plan Oversight Committee, to delegate some or all of her administrative and fiduciary oversight duties and authority to the Committee. Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 40 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 1 of 16 ADMINISTRATIVE SERVICES AGREEMENT FOR THE GOVERNMENTAL 457(b) DEFERRED COMPENSATION PLAN AND 401(a) MONEY PURCHASE PLAN OF THE CITY OF CHULA VISTA, CALIFORNIA This Administrative Services Agreement (“Agreement”) is effective as of the date signed by the Plan Sponsor (the “Effective Date”) by and between Nationwide Retirement Solutions, Inc., a Delaware corporation (“Nationwide”) and an affiliate and subsidiary of Nationwide Financial Services, Inc. and the City of Chula Vista, California, the Plan Sponsor (“Plan Sponsor”). WHEREAS, Plan Sponsor, pursuant to and in compliance with the Internal Revenue Code of 1986, as amended (“Code”), established and sponsors the City of Chula Vista Deferred Compensation Plan, a Section 457(b) Plan, and the City of Chula Vista Money Purchase Retirement Plan, a section 401(a) Plan (“Plan” or “Plans”); WHEREAS, Plan Sponsor desires to have Nationwide continue to perform the non-discretionary recordkeeping and administrative services described in this Agreement for the Plan (“Administrative Services”); and WHEREAS, Nationwide desires to provide such Administrative Services subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, Nationwide and Plan Sponsor desire to enter into this Agreement and abide by the terms therein. 1. DESIGNATION a. Plan Sponsor designates Nationwide as a non-fiduciary, non-discretionary provider of Administrative Services for the Plan in accordance with the terms of this Agreement. b. Plan Sponsor represents that the selection and designation of Nationwide complies with any procurement statutes applicable to Plan Sponsor. c. Any duties or services not specifically described herein or delegated in the Plan’s documents as being provided by Nationwide are the responsibility of Plan Sponsor. d. Services in addition to those in this Agreement or delegated in the Plan’s documents may be added by mutual agreement of Nationwide and Plan Sponsor. 2. ELIGIBLE EMPLOYER Plan Sponsor has determined that it is an “eligible employer” and meets the requirements of Code Section 457(e)(1)(A) and 414(d). 3. TERM This Agreement is effective until terminated in accordance with Section 22. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 41 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 2 of 16 4. GENERAL a. Plan Sponsor adopts Nationwide’s established policies and procedures with respect to the administration of 457(b) and 401(a) Plans on its administrative system. Nationwide and Plan Sponsor shall mutually agree to any procedures which require customization, e.g., loan procedures. b. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring deferrals to other Section 457, 403(b), 401(a), and/or 414(h) plans, or any defined benefit plans referenced by the Code. c. Plan Sponsor acknowledges and agrees that Nationwide is not responsible for monitoring inter- plan coordination between the Plan administered by Nationwide and any other plan which Plan Sponsor may have. d. This Agreement does not require, nor will this Agreement be construed as requiring, Nationwide to exercise any discretionary control or authority over the Plan or the assets of the Plan. e. This Agreement does not require, nor shall this Agreement be construed as requiring, Nationwide to provide investment, legal, or tax advice to Plan Sponsor or to Plan participants. 5. PLAN SPONSOR RESPONSIBILITIES a. Plan Sponsor is responsible for timely providing all information that Plan Sponsor and Nationwide mutually agree is necessary for Nationwide to perform the Administrative Services under this Agreement. b. Plan Sponsor is responsible for timely providing updated information regarding Plan participants. c. Plan Sponsor is responsible for ensuring that the provided information is accurate and complete. Nationwide is entitled to rely exclusively on the information provided by the Plan Sponsor or the Plan Sponsor’s advisors, whether oral or in writing, and will have no responsibility to independently verify the accuracy of that information. d. Plan Sponsor acknowledges that inaccurate or late information could result in tax penalties, participant/beneficiary legal claims, or both. Nationwide assumes no responsibility for, and will not have any liability for, any consequences that result from Nationwide’s inability to complete its work in the ordinary course of its business due to the failure of the Plan Sponsor to provide accurate and timely information to Nationwide. e. Plan Sponsor agrees to be responsible for all maximum deferral limit testing for this Plan. 6. SERVICES RELATED TO PARTICIPANT ENROLLMENT a. Plan Sponsor is responsible for determining employees eligible to participate in the Plan. b. Nationwide agrees to process the enrollment of employees eligible to participate in the Plan. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 42 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 3 of 16 c. Nationwide agrees to conduct enrollment meetings with Plan Sponsor’s employees in such number and manner as determined by the parties. d. The Plan Sponsor agrees to allow and facilitate the periodic distribution of materials to Participants at the time and in the manner determined by the Plan Sponsor; provided, however, that all reasonable expenses associated with such distribution will be paid by Nationwide. 7. SERVICES WITH RESPECT TO PARTICIPANT PLAN ACCOUNTS AND ACCOUNT ACCESS a. Nationwide agrees to establish an account for each enrolled participant, beneficiary, and alternate payee of the Plan (for purposes of this Agreement only, hereinafter referred to as “Participants”). b. For each Participant account, at a minimum, Nationwide will maintain the following information, if provided: i. Name; ii. Social Security number; iii. Mailing address; iv. Date of birth; v. Current investment allocation direction; vi. Contributions allocated and invested; vii. Investment transfers; viii. Benefit payments; ix. Current account balance; x. Transaction history since funding under the Agreement; xi. Contributions since funding under the Agreement; xii. E-mail address; xiii. Beneficiary designation, if applicable; xiv. Benefit tax withholding information; and xv. Such other information as agreed upon by the Plan Sponsor and Nationwide. c. Participants will have the unlimited ability to increase (within the limitations of Code Section 457(b)) or decrease contributions to the 457(b) Plan. Nationwide will process all requests to increase or decrease contribution amounts within five Business Days (The term “Business Day” means each Monday through Friday during the hours the New York Stock Exchange is open for DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 43 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 4 of 16 business. No transactions can be completed on any Business Day after such time as the New York Stock Exchange closes.) of receipt of the request, but the request cannot be effective until the earliest date permissible under the Code or, if later, the date the contribution change can be processed by the Plan Sponsor given Plan Sponsor’s payroll processing schedule. d. Participants will have the ability to exchange existing account balances, in full or in part, and to redirect future contributions from one available investment option to another on any Business Day subject to Nationwide policies and any applicable restrictions or penalties applied by the investment options. e. Nationwide will provide reports to the Plan Sponsor within thirty days following the end of each calendar quarter reporting period summarizing the following: i. All Participant activity that transpired during the reporting period; ii. Total contributions allocated to each investment or insurance option under the Plan; and iii. Total withdrawals by Participant. This report shall include the amount, type and date of withdrawal. f. Nationwide will maintain, for a reasonable amount of time, the records necessary to produce any required reports. Plan Sponsor agrees that all related paper and electronic records remains the property of Nationwide. 8. SERVICES RELATED TO PLAN CONTRIBUTIONS a. Plan Sponsor agrees to send all Plan contribution information and related funds to Nationwide on a timely basis that complies with all applicable legal requirements. b. Plan Sponsor will provide all contribution allocation information with respect to Participant accounts to Nationwide in a mutually agreed upon format. Contribution allocation instructions include direction via electronic sources. c. Nationwide will allocate contribution amounts transmitted by Plan Sponsor to Participant accounts in accordance with the latest instructions from Participants or the Plan Sponsor (as applicable) on file with Nationwide, when such instructions are in good order. d. Nationwide agrees to post funds received in good order (as defined below) from Plan Sponsor in accordance with the separate funding arrangements between Plan Sponsor and Nationwide or any of its affiliates. e. Plan Sponsor may send funds by wire transfer, through an automated clearinghouse, or by check in accordance with written instructions provided by Nationwide. Failure to follow the written instructions provided by Nationwide may result in delay of posting to Participant accounts. f. The term “in good order” means the receipt of required information by Nationwide, in a form deemed reasonably acceptable to Nationwide, with respect to the processing of a request or the completion of a task by Nationwide that reasonably requires information from a third party. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 44 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 5 of 16 More specifically, Plan contributions and contribution allocation information must meet all of the following requirements in order to be deemed to be in good order: i. All records must include the correct and complete Participant name, Social Security number (or other unique identifier), and the amount to be credited to the participant’s account(s); ii. The source of funds must be identified (e.g., 457(b) salary reduction, employer contribution); iii. The Plan name and Plan number must be clearly identified; iv. Both the Participant allocation detail and the total contribution amount must be received, and these two totals must match each other; and v. All Participants making or receiving a contribution must have an account established on the recordkeeping system. g. If Nationwide determines that the contribution or allocation detail is not in good order (“NIGO”), Nationwide will notify the Plan Sponsor. After such notification, the parties will continue to try to resolve the NIGO status. If the parties do not achieve resolution, Nationwide will return the funds to the Plan Sponsor within thirty Business Days. Nationwide will not be liable for any delay in posting if the Plan Sponsor fails to send the funds representing contribution amounts or contribution allocation information in accordance with Nationwide’s instructions to the central processing site designated by Nationwide, or for any delay in posting that results from the receipt of funds and/or contribution allocation that Nationwide determines to be NIGO. 9. SERVICES WITH RESPECT TO DISTRIBUTIONS a. Nationwide shall make all distributions in accordance with the Plan documents. b. Except as provided in subsection d, below, Nationwide shall make all distributions as directed by a Participant or the Plan Sponsor. Participants are responsible for selecting a form of payment from those available under the terms of the Plan and making all other elections regarding available distribution options. c. All distributions will be made pro-rata from each of the Participant’s investment options and money sources unless directed otherwise by the participant. d. Nationwide will provide notice and a distribution form to each Participant attaining age 72 (or such other age as determined by current law) or older in the current calendar year. The notice will inform the Participant that required minimum distributions (“RMD”) must begin no later than the April 1 of the calendar year following the later of attainment of age 72 (or such other age as determined by current law) or retirement (subject to the terms of the Plan). Nationwide will automatically distribute the RMD to the Participant if no direction is received from the Participant. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 45 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 6 of 16 10. TAX REPORTING a. For each Participant that has received a benefit payment, Nationwide shall furnish tax reporting forms. The forms will be provided in the manner and time prescribed by federal and state law. b. To the extent required by federal and state law, Nationwide will calculate and withhold from each benefit payment federal and state income taxes. Nationwide will report such withholding to the federal and state governments as required by applicable law. c. Plan Sponsor will be responsible for all tax reporting requirements for periods before the Effective Date of this Agreement, or after the termination date of this Agreement, unless otherwise agreed to in writing by the parties to this Agreement. 11. UNCLAIMED PROPERTY Nationwide shall administer Participant and beneficiary unclaimed property funds, including but not limited to uncashed distribution checks and death claims, in accordance with Nationwide’s standard unclaimed property procedures. 12. SERVICES RELATED TO PARTICIPANT COMMUNICATION AND EDUCATION a. Communication and Education i. Participant Statements 1. Participants will receive consolidated quarterly statements detailing their account activity and account balances for the Plan. 2. Nationwide agrees to deliver account statements (by U.S. mail or electronically) to Participants within thirty calendar days after the end of each calendar quarter. This timeframe is contingent upon Nationwide receiving fund returns from the mutual fund providers within four Business Days after the end of each quarter. b. Website i. Participants may access the website via a secured internet site at www.nrsforu.com to review and make changes to their accounts. The website complies with applicable data protection and privacy laws. The website is the exclusive property of Nationwide. ii. Using this site, Participants may: (i) obtain information regarding their accounts, and (ii) conduct certain routine transactions with respect to their accounts. The Plan Sponsor authorizes Nationwide to honor instructions regarding such transactions that a Participant submits using the secure Internet site. Nationwide shall implement reasonable physical and technical safeguards to protect personal information made available on its Internet site. Such safeguards shall be no less rigorous than generally accepted industry practices. iii. The website is available twenty-four hours a day, except for routine maintenance of the system. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 46 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 7 of 16 iv. The Participant website experience will include access to an education library offering investment education. Content is delivered via multiple formats which can include short videos, print materials, and workshop modules. c. INTERACTIVE VOICE RESPONSE SYSTEM i. Nationwide will provide an interactive voice response (IVR) toll free telephone number, which shall be operative twenty-four hours per day, seven days per week, except for routine maintenance of the system. ii. Participants will be able to conduct routine Plan transactions and obtain account balance information through the IVR. iii. The Plan Sponsor authorizes Nationwide to honor Participant instructions, which may be submitted using the toll-free number, either through the IVR or a live representative. d. CUSTOMER SERVICE Nationwide’s customer service representatives will be available toll-free to answer Participant questions and process applicable transactions between the hours of 8:00 a.m. and 11:00 p.m. Eastern Time each Monday through Friday, and between the hours of 9:00 a.m. and 6:00 p.m. Eastern Time each Saturday, except for certain holidays as dictated by the New York Stock Exchange holiday trading schedule. e. PARTICIPANT ENGAGEMENT PROGRAM i. Nationwide will provide a personalized communication program (Participant Engagement Program or “PEP”) designed to engage Participants in retirement planning and motivate them to take action to improve their financial future. The program may include delivery methods such as email, digital targeting, social targeting, and Direct Mail. ii. Use of Third-Party Marketing Firm: Plan Sponsor understands that Nationwide may use a third-party marketing firm to provide the PEP, that the use of a third-party marketing firm may be essential to provide the PEP due to its personalized features, and that such a program cannot be offered without such use. Nationwide shares Participant data with the marketing firm to allow it to target the appropriate retirement plan messages to each Participant based on the Participant’s individual characteristics, demographics, and behaviors while considering the Participant’s preferences for accessing information, electronically or otherwise, for more impactful delivery. iii. Sharing of Participant Data: To facilitate the personalized communication program, Plan Sponsor approves the sharing of data with a third-party marketing firm. Participant data will only be shared with the third-party marketing firm for Plan-related purposes. Only third- party marketing firms that comply with all applicable state and federal privacy laws, including the relevant provisions of the Gramm-Leach-Bliley Act, will be utilized. All Participant data will be secured and protected at all times to avoid unauthorized access, and the third-party marketing firm must agree to abide by all current applicable legal and industry-standard data security and privacy requirements. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 47 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 8 of 16 13. SERVICES RELATED TO INVESTMENT OPTIONS a. Plan Sponsor acknowledges that it has exercised its fiduciary duties in selecting the Plan’s funding vehicles and the applicable investment line-up under such funding vehicles. b. Plan Sponsor agrees to accept the terms and conditions of the annuity contracts, mutual funds, any other investment products, and investment advice agreements after being provided with a copy of same. c. With respect to funding vehicles that engage an independent investment advisor to establish and maintain the investment line-up, Plan Sponsor agrees that failure to follow the independent investment advisor’s recommendation in accordance with the terms of its agreement with the independent investment advisor will cause Plan Sponsor to become the investment fiduciary for the Plan. d. Nationwide agrees to accept contributions to the Plan for investment in the investment options selected by the Plan Sponsor, a product’s independent investment advisor, or other responsible Plan fiduciary in its sole discretion and agreed to by Nationwide. 14. ADDITIONAL SERVICES FOR GOVERNMENTAL 401(a) PLANS Nationwide may provide the following services to the Plan Sponsor for the Plan as mutually agreed upon in writing by the Plan Sponsor and Nationwide: a. Eligible Employee Verification b. Year End Valuation c. Contribution and Forfeiture Allocation d. Contribution Verification e. Vesting Calculation and Maintenance f. Contribution Limit Testing (This will be done on an individual plan basis. Nationwide will not be responsible for monitoring aggregate contribution limits to multiple plans or for reviewing or taking into account contributions to any other plan sponsored by the Plan Sponsor or contributions record kept by another vendor.) 15. COMPENSATION a. As compensation for the performance of the Administrative Services provided by Nationwide pursuant to this Agreement, the Plan Sponsor and Nationwide agree that Nationwide shall be entitled to receive an annualized compensation requirement of 0.035% (3.5 basis points) of the Plan’s account value held by Nationwide (“Compensation Requirement”) to be calculated and collected according to Nationwide’s standard business practices. Nationwide’s Compensation Requirement will be taken in the form of an explicit asset fee applied against all Plan assets under management, including Plan balances held in the Self-Directed Brokerage Account (“SDBA”) and as outstanding participant loan balances. The explicit asset fee of 3.5 basis points will be taken DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 48 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 9 of 16 against participant loans by applying an additional finance charge to the loan interest rate. In addition to the foregoing, the parties acknowledge and agree that Nationwide may receive revenue associated with annuity contracts, revenue from mutual fund providers, as well as fees associated with specific services or products. b. The Plan Sponsor directs Nationwide to assess and collect an additional explicit asset fee of 0.02% (2 basis points), to be applied against all Plan assets under management, including Plan balances held in the Self-Directed Brokerage Account but excluding participant loan balances, to be remitted to Plan Sponsor for reasonable and necessary Plan related expenses. This additional asset fee will be calculated and collected from participant accounts according to Nationwide’s standard business practices. This Plan expense charge will be in addition to Nationwide’s Compensation Requirement described in Section 15.a. above. c. The Plan Sponsor acknowledges that Nationwide and its affiliates receive payments in connection with the sale and servicing of investments allocated to participant Plan accounts (“Investment Option Payments”). The Investment Option Payments include mutual fund service fee payments as described in detail at www.nrsforu.com, and other payments received from investment option providers. The Plan Sponsor directs Nationwide to credit all Investment Option Payments to participant accounts on a quarterly basis. The Investment Option Payments shall be credited to participant accounts on a pro-rata basis based on each participant’s total assets held in all Plan investment options that generated the Investment Option Payments. d. The Plan Sponsor directs Nationwide to establish and maintain a separate account (the “Plan Expense Account”) to which the asset fee of 2 basis points referred to in Section 15.b. will be credited. The Plan Expense Account will be funded on a quarterly basis. The Plan Sponsor will select a single investment vehicle to be used for the Plan Expense Account, which cannot be an investment vehicle included in the participant investment option line-up. The Plan Sponsor will direct Nationwide, in writing, to pay reasonable and necessary Plan expenses directly to the Plan Sponsor or to a Plan service provider. i. When each invoice is submitted to Nationwide for payment, the Plan Sponsor shall certify in writing that the expenses represented by the invoice are reasonable and necessary Plan expenses. As the fiduciary of the Plan, the Plan Sponsor is solely responsible for making determinations with respect to the appropriateness of all expenses of the Plan and how the Plan Expense Account is managed. Nationwide does not accept this responsibility. ii. The Plan Sponsor will maintain the cumulative balance held in the Plan Expense Account at a reasonable level given the size of the Plan and the Plan’s total annual expenses. Should the cumulative balance of the Plan Expense Account exceed a reasonable level, Plan Sponsor will direct Nationwide to allocate any excess accumulation to participant accounts on a pro-rata basis based on their total account balance. iii. Notwithstanding Section 15.d.ii. above, at the direction of Plan Sponsor, any balance in the Plan Expense Account that has not been applied to pay for reasonable and DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 49 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 10 of 16 necessary Plan expenses can be allocated to participant accounts on a pro-rata basis based on their total account balance on an annual basis to be mutually determined and agreed to by the parties. e. The Plan Sponsor acknowledges that it has received all information about compensation paid to Nationwide as the Plan Sponsor has reasonably requested and has determined that the total amount of compensation paid to Nationwide as described in this Section 15 is reasonable and appropriate for the services provided. f. To the extent offered under the Plan, in addition to the above described fees, Nationwide shall also receive fees with respect to a Participant’s use of Participant loan administration, the Self- Directed Brokerage Account (“SDBA”), and Nationwide’s managed account service (“ProAccount”) as follows: i. Loans – If requested by the Plan Sponsor and permitted under the terms of the Plan, Nationwide will assist the Plan Sponsor in processing Participant loan requests pursuant to Participant loan administrative procedures approved by the Plan Sponsor and Nationwide. All Participant loan fees are governed by Nationwide’s Plan Loan Procedures document, a copy of which has been provided to the Plan Sponsor. ii. Self-Directed Brokerage Account – The Plan offers an SDBA investment option for qualifying participants in the Plan. Initial and annual administrative fees may be charged as outlined in the separate fee agreement for the SDBA that will be provided to each Participant by Nationwide. iii. Managed account services (Nationwide ProAccount) – Managed account services are offered by Nationwide Investment Advisors (“NIA”), an affiliate of Nationwide, and the Plan Sponsor must execute a separate agreement with NIA if the Plan Sponsor wants to add ProAccount to the Plan. Only participants who choose to utilize Nationwide’s ProAccount managed account service are assessed fees. Such fees are authorized in a separate ProAccount agreement between the participant and NIA, and are assessed pursuant to the terms and conditions of such agreement. Fees related to participant loans, the SDBA and Nationwide ProAccount are in addition to the fees in Sections 15.a. and b. g. Plan Sponsor may request Nationwide and/or its affiliates to provide additional services not described in this Agreement by making such a request in writing, which Nationwide may decide to perform for compensation to be negotiated by the parties prior to the commencement of the additional services. 16. FRAUD a. Nationwide will investigate suspected fraud in accordance with its standard procedures. b. Nationwide will report any fraud that is confirmed after performing its investigation to Plan Sponsor. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 50 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 11 of 16 c. Nationwide will work with Plan Sponsor to determine the appropriate action to mitigate or rectify any discovered fraud. d. If Nationwide suspects fraud with respect to an ACH transfer, Plan Sponsor agrees that Nationwide may issue a physical check to the Participant instead. 17. ASSIGNABILITY AND PROVISION OF SERVICES a. Excepted as otherwise specifically provided for in this Agreement, Plan Sponsor acknowledges that the Administrative Services under this agreement will be performed by Nationwide or one of its affiliates. b. Except as provided for in Subsection “a”, above, no party to the Agreement will assign the performance of services without the express written consent of the other party, which consent shall not be unreasonably withheld. Unless agreed to by the parties, such assignment shall not relieve any party to this Agreement of any duties or responsibilities herein. This provision does not restrict Nationwide’s right to delegate certain services to an agents, affiliates, and vendors. 18. CONFIDENTIALITY a. Nationwide agrees to maintain all information obtained from or related to all Plan Participants as confidential. b. Plan Sponsor authorizes Nationwide to disclose Plan and employee information to its agents, affiliates, vendors, brokers, registered representatives, and professional advisors (such as attorneys, accountants and actuaries) to enable or assist them in the performance of their duties hereunder and other plan-related activities. c. Plan Sponsor agrees to allow the periodic distribution to its employees of materials prepared by Nationwide regarding products and services offered by Nationwide, or its affiliates, which Nationwide reasonably believes would be beneficial to such Plan Participants. d. Except as provided for in Sections 12(e) and 18(b), Plan Sponsor agrees that Plan and Participant information may also be used or disclosed by Nationwide to other third parties pursuant to a written authorization signed by Plan Sponsor. e. Notwithstanding anything to the contrary contained herein, it is expressly understood that Nationwide retains the right to use any and all information in its possession in connection with its defense and/or prosecution of any litigation that may arise in connection with the Agreement, the investment arrangement funding the Plan, or the Plan; provided, however, in no event will Nationwide release any information to any person or entity except as permitted by applicable law. 19. INDEMNIFICATION a. Nationwide agrees to indemnify, defend and hold harmless Plan Sponsor, its officers, directors, agents, and employees from and against any loss, damage or liability assessed against Plan Sponsor or incurred by Plan Sponsor arising out of or in connection with any claim, action, or DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 51 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 12 of 16 suit brought or asserted against Plan Sponsor alleging or involving Nationwide’s non- performance of the provisions of the Agreement under Nationwide’s exclusive control, or negligence or willful misconduct in the performance of its services, duties and obligations under the Agreement. In addition, Nationwide represents, warrants and covenants that the indemnification in this paragraph is enforceable under applicable law and that Nationwide will not assert a position contrary to such representation in any judicial or administrative proceeding. b. To the extent not prohibited by state law, Plan Sponsor agrees to indemnify, defend and hold harmless Nationwide, its officers, directors, agents, and employees from and against any loss, damage or liability assessed against Nationwide or incurred by Nationwide arising out of or in connection with any claim, action, or suit brought or asserted against Nationwide alleging or involving Plan Sponsor’s non-performance of the provisions of the Agreement under Plan Sponsor’s exclusive control, or sole negligence or willful misconduct in the performance of its duties and obligations under this Agreement. 20. PARTIES BOUND This Agreement and the provisions thereof shall be binding upon and shall inure to the benefit of the successors and assigns of Nationwide and Plan Sponsor. This Agreement shall be enforceable only by the parties, not by Plan Participants or other third parties, and is intended to create no third-party beneficiaries. 21. MODIFICATION a. The parties intend this writing to be both the final expression of the Agreement between the parties and a complete statement of the terms of the Agreement. Notwithstanding anything contained herein to the contrary, the parties may amend the Agreement from time to time and as mutually agreed upon. Except as otherwise provided herein, no modification of the Agreement will be effective unless and until such modification is evidenced by a writing signed by both parties. b. Notwithstanding the above, if Nationwide determines that an amendment to the Agreement is necessary that affects more than one plan sponsor and this change is communicated in writing to all affected plan sponsors, Nationwide reserves the right to implement the amendment on a prospective basis for any plan whose plan sponsor fails to respond to the request for written approval of the amendment within 30 days. Plan Sponsor hereby approves all such amendments unless a proper and timely response is made to Nationwide regarding any Agreement modification communicated to Plan Sponsor. 22. TERMINATION a. Either the Plan Sponsor or Nationwide may terminate the Agreement for any reason upon providing 120 days written notice to the other party. b. In the event either party fails to perform any or all of its obligations as defined in the Agreement, the non-defaulting party shall give the defaulting party written notice, specifying the particulars of the default. If such default is not cured within sixty days from the date in DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 52 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 13 of 16 which notice of default is given, the non-defaulting party may terminate the Agreement upon 60 days written notice to the defaulting party. c. Provision of such written notice of termination by Plan Sponsor to Nationwide does not relieve the Plan Sponsor of any termination requirements that may be associated with specific investment options. d. Plan Sponsor further acknowledges and agrees that the Plan is responsible for any investment product liquidation fees, if applicable, and that neither Nationwide nor any of its affiliates assumes liability for any such fees. e. Upon the effective date of termination of this Agreement the following shall occur: i. Nationwide will no longer accept contributions to the Plan except by agreement of the parties. ii. Nationwide will: 1. Provide Plan Sponsor, or such other entity as the Plan Sponsor may designate in writing, with a copy of all Participant records in an electronic format and within a time frame as mutually agreed upon between Nationwide and Plan Sponsor. 2. Transfer any periodic distribution amounts and schedules, continuing loan repayments, or other ongoing Participant transactional activity to the Plan Sponsor, or such other entity as the Plan Sponsor may designate in writing, in accordance with the time frame agreed to by the parties for the delivery of Participant records. 3. Transfer all Plan assets under its control to the Plan Sponsor or to such other entity as the Plan Sponsor may designate in writing in accordance with the funding arrangement terms. Nationwide agrees to provide a final accounting of all Plan assets for which Nationwide provides recordkeeping. 23. CIRCUMSTANCES EXCUSING PERFORMANCE a. Neither party to the Agreement will be in default by reason of failure to perform in accordance with its terms if such failure arises out of causes beyond their reasonable control and without fault or negligence on their part. Such causes may include, but are not limited to, Acts of God or public enemy, acts of the government in its sovereign or contractual capacity, severe malware or cyber-attack, fires, floods, epidemics, quarantine or restrictions, freight embargoes, and unusually severe weather. b. Neither party will be responsible for performing all of that portion of services precluded by the foregoing events for such period of time as Plan Sponsor or Nationwide are precluded from performing such services in the normal course of business. Neither Nationwide nor Plan Sponsor will be liable for lost profits, losses, damage or injury, including without limitation, special or consequential damages, resulting in whole or in part from the foregoing events. c. “Acts of God” are defined as acts, events, happenings or occurrences due exclusively to natural causes and inevitable accident or disaster, exclusive from all human intervention. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 53 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 14 of 16 24. NO WAIVER The failure of either party to enforce any provision of the Agreement will not be construed as a waiver of that provision or of any other provision in the Agreement. Either party may, at any time, enforce a provision previously unenforced, unless a modification to the Agreement has been executed that makes such provision unenforceable. 25. SEVERABILITY Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction where performance is required will be ineffective to the extent such provision is prohibited or unenforceable without invalidating the remaining provisions. Any prohibited or unenforceable provision in any one jurisdiction will not prohibit or render unenforceable such provision in any other jurisdiction. 26. AUTHORIZED PERSONS Plan Sponsor will furnish a list to Nationwide (and from time to time whenever there are changes therein) of the individuals authorized to transmit instruction to Nationwide concerning the Plan and/or assets in the Plan, and written direction regarding the form of such instructions. 27. COMPLIANCE WITH LAWS Both Plan Sponsor and Nationwide agree to comply, in their respective roles under this Agreement, in all material respects with all applicable federal laws and regulations as they affect the Plan and the administration thereof. Nothing contained herein will be construed to prohibit either party from performing any act or not performing any act as either may be required by statute, court decision, or other authority having jurisdiction thereof. 28. SURVIVAL OF REPRESENTATIONS, WARRANTIES, INDEMNITY, AND CONFIDENTIALITY a. Notwithstanding anything to the contrary, any representations and warranties contained herein will survive termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. Further, the party making any representation or warranty shall notify the other party in writing within five business days of any representation or warranty that is no longer valid. b. Notwithstanding anything to the contrary, any indemnity provisions contained herein will survive the termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. c. Notwithstanding anything to the contrary, any confidentiality provisions contained herein will survive the termination of the Agreement for the full period of any applicable statute of limitations that may apply to the Agreement. 29. PRIVITY OF CONTRACT Plan Sponsor acknowledges and agrees that Nationwide and Participants of the Plan have no privity of contract with each other. DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 54 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 15 of 16 30. APPLICABLE LAW AND VENUE This agreement will be construed in accordance with the laws operating within the State of California. 31. ATTORNEY’S FEES Each party agrees that in the event of a claim, arbitration, or lawsuit filed by a party to this Agreement, each party will be responsible for its own attorneys’ fees and/or any costs or expenses related to the bringing or defense of any such claim, arbitration, or lawsuit. 32. HEADINGS The headings of articles, paragraphs, and sections are included for convenience only and will not be considered by either party in construing the meaning of the Agreement. 33. NOTICES All notices and demands to be given by one party to another must be given by certified or United States mail, addressed to the party to be notified or upon whom a demand is being made, at the addresses set forth in this Agreement or such other place as either party may, from time to time, designate in writing to the other party. Notice will be deemed received on the earlier of: (1) three days from the date of mailing, or (2) the day the notice is actually received by the party to whom the notice was sent. If to Nationwide: Nationwide Retirement Solutions, Inc. 10 W. Nationwide Blvd., 05-04-101A Columbus, Ohio 43215 If to Plan Sponsor: City of Chula Vista Attn: Finance Department 276 4th Ave. Chula Vista, California 91910 DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 55 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 16 of 16 By executing this agreement, Plan Sponsor represents and warrants that it is an “eligible employer,” as that term is defined in Code Section 457(e)(1)(A) and 414(d), which means “a State, political subdivision of a State, and any agency or instrumentality of a State or political subdivision of a State.” IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date signed by the Plan Sponsor. Nationwide Retirement Solutions, Inc. By: Name: __________________________________ Title: ___________________________________ Date: ___________________________________ City of Chula Vista, California Plan Sponsor By: Name: __________________________________ Title: ___________________________________ Date: ___________________________________ DocuSign Envelope ID: DAA62569-9C52-4915-86C7-A2CE49565457 NF Operations Director 2/9/2024 | 9:34 AM EST Adam Maloney DocuSign Envelope ID: 195D95D6-DC2B-4A8B-9819-2DEF4154C538 In Process Page 56 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda v . 0 0 4 P a g e | 1 February 20, 2024 ITEM TITLE Ratification of Appointment: City Manager’s Appointment of the Director of Library Services – Joy Whatley Report Number: 24-0070 Location: No specific geographic location Department: Human Resources G.C. § 84308: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt a resolution ratifying the City Manager’s appointment of Joy Whatley as Director of Library Services. SUMMARY On February 13, 2024, staff presented an item that restructured the Department of Community Services to the Department of Parks and Recreation and the Department of Library Services, which was subsequently approved by the City Council. The City Manager has selected the current Deputy Director of Community Services Joy Whatley to fill the Director of Library Services position. This item seeks to ratify the appointment of Joy Whatley to the position of Director of Library Services effective February 23, 2024. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because the proposed activity consists of a governmental fiscal/administrative activity which does not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Page 57 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 2 BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION On February 13, 2024, staff presented an item that restructured the Department of Community Services to the Department of Parks and Recreation and the Department of Library Services, which was subsequently approved by the City Council. This item amended the Fiscal Year 2023-24 Adopted Budget to provide for one full-time equivalent (1.0 FTE) Director of Library Services. The City Manager has since selected the current Deputy Director of Community Services, Joy Whatley, to fill the position of Director of Library Services. The City of Chula Vista’s Charter Section 500 (a) grants the City Manager the authority to appoint department heads subject to ratification by the City Council. Ms. Whatley has been with the City of Chula Vista for over 26 years and brings a wide breadth and depth of leadership experience that will complement the current City management team and continue to move many City projects forward. Her accomplishments, duties and responsibilities are impressive and can be reviewed in the attached resume. City Council adoption of the resolution will ratify the City Manager’s appointment. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently, the 500-foot rule found in California Code of Regulations section 18704.2(a)(1), is not applicable to this decision. Staff is not independently aware, and has not been informed by any Council member, of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT There is no fiscal impact as a result of this action. Funding for the position is available based on the current year budget appropriations. ONGOING FISCAL IMPACT There is no ongoing fiscal impact as a result of this action. This position will be included as part of the annual budget development process in future years. ATTACHMENTS 1. Resume Staff Contact: Maria V. Kachadoorian, City Manager Page 58 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA RATIFYING THE CITY MANAGER’S APPOINTMENT OF DIRECTOR OF LIBRARY SERVICES – JOY WHATLEY WHEREAS, the City of Chula Vista’s Charter Section 500 (a) grants the City Manager the authority to appoint department heads subject to ratification by the City Council; and WHEREAS, the City Manager has selected Joy Whatley to fill the position of Director of Library Services effective February 23, 2024. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it ratifies the City Manager’s appointment of Joy Whatley to Director of Library Services effective February 23, 2024. Presented by Approved as to form by Maria V. Kachadoorian Jill D.S. Maland City Manager Lounsbery Ferguson Altona & Peak Acting City Attorney Page 59 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 60 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda City of Chula Vista City of Chula Vista Access Services Librarian Library Associate Functions include but are not limited to: assign, prioritize, supervise, review and participate in the work of staff in the circulation services section of the library; establish circulation work schedules; distribute and balance the workload among employees and make day-to-day adjustments in accordance with established priorities; review and evaluate employees work performance; work with employees to correct deficiencies; other duties as assigned. Functions may include, but are not limited to, the following: greet guests and provide directional assistance; explain library circulation policies and procedures to patrons, and assist them with check out, computer, printer, or other equipment problems; respond to patrons request for information and materials; refer more difficult reference to appropriate professional staff members; assist library guests with utilizing public access computers effectively including registering, reserving, printing, and accessing data and office applications; other duties as assigned. Accomplishments: Developed and coordinated staff training for CVPL Academy. Conducted and coordinated for the following committees: Balanced Scorecard, RDR Design/Build Team, RFID Evaluation Team, and South Marketplace Renovation Committee. June 2004- Nov 2007 September 1998 -June 2004 Brandman University, 2015 San Jose State University, 2007 San Diego State University, 1998 Master’s Degree in Business Administration, Organizational Leadership Masters Degree in Library and Information Science Bachelor’s Degree in Criminal Justice Administration EDUCATION American Library Association Leadership Institute, 2015 Public Library Association Leadership Institute, 2017 Harwood Public Innovator’s Lab, 2016 American Library Association , member Public Library Associaton, member California Library Association, Member CERTIFICATIONS AND MEMBERSHIPS Page 61 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda v . 0 03 P a g e | 1 February 20, 2024 ITEM TITLE Agreement Amendment: Approve the Second Amendment to the Consultant Services Agreement with Kleinfelder Construction Services, Inc. to Provide On-Call Capital Improvement Program (CIP) Construction Management Services Report Number: 23-0322 Location: No specific geographic location Department: Engineering G.C. § 84308: Yes Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Notwithstanding the foregoing, the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. Recommended Action Adopt a resolution approving the second amendment to the consultant services agreement with Kleinfelder Construction Services, Inc. for On-Call CIP Construction Management Services to increase the maximum amount to be paid for consultant services. SUMMARY The City of Chula Vista (“City”) and Kleinfelder Construction Services, Inc. (“Kleinfelder”) entered into an On- Call CIP Construction Management consultant services agreement on August 23, 2022 (“Agreement”) to provide construction management and inspection services for various permits, CIP and Developer-funded projects. The City and Kleinfelder entered into a First Amendment to the Agreement on August 8, 2023. The City and Kleinfelder desire to further amend the Agreement by increasing the maximum compensation limit for services performed through June 2024 to $7,000,000, increasing the maximum compensation limit for Option Year 1 (through June 2025) to $4,000,000, and increasing the total contract maximum compensation limit to $13,000,000. Page 62 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 2 ENVIRONMENTAL REVIEW The proposed activity has been reviewed for compliance with the California Environmental Quality Act (CEQA) and it has been determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Notwithstanding the foregoing, it has also been determined that the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. Thus, no environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The Department of Engineering and Capital Projects manages the preliminary engineering, design, construction management, and inspection of the City’s capital improvement program (CIP) projects, and construction oversight and inspection of various permits including developer constructed roadway improvements and grading permits, and utility and telecommunication facility permits. The significant increase in telecommunications facility permits associated with fiber network expansion projects has been a heavily impacting construction management and inspection workload for several years. Kleinfelder assists with the construction management and inspection when workload exceeds the capacity of existing City staffing levels. The CIP Program budgets in fiscal years 2022-23 and 2023-24 amounted to $117.1 million, with allocations of $50.5 million and $66.6 million, respectively. The primary funding sources supporting the CIP program are Measure P, Gas Tax, TransNet, and various grants. During this time, Kleinfelder also provided construction management and inspection services for multiple CIP paving, traffic signal, sewer, and bridge replacement projects. Developer-funded and utility and telecommunication permitted projects constructed in the City’s public right of way include the ongoing multi-year fiber optic system buildouts by Verizon/MCI, AT&T, Crown Castle and Wyyerd. The City’s construction oversight and inspection of developer-funded and utility and telecommunication projects does not impact the City’s General Fund. Instead, Developer deposit accounts are created, and City and Consultant staff charges are billed to the deposit accounts and reimbursed by the Developers and telecommunication companies. The fiber optic telecommunication companies pursued aggressive construction schedules which initially caused damage to private sewer laterals, inadequate public street trench repairs, and substandard work practices. As a result of these impacts, the City increased its oversight and inspection of the fiber optic permits by using a dedicated Kleinfelder resident engineer and inspectors for all these permits. The increased oversight ensures contractor accountability and responsiveness, minimizing impacts to private residents and the City’s assets and infrastructure. Kleinfelder has provided well qualified staff with experience and expertise and the City would like to maintain this level of consistent oversight and inspection for the duration of the various telecom companies’ fiber optic system buildouts, whic h is now expected to continue through 2026. Page 63 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 3 On August 23, 2022, via Resolution No. 2022-0193, Council approved the Agreement with Kleinfelder for On- Call CIP Construction Management services (Attachment 1). On August 8, 2023, via Resolution No. 2023- 0115, Council approved the First Amendment to the Agreement (Attachment 2). The First Amendment increased the maximum compensation limit from $2,000,000 to $4,000,000 for services performed between August 2022 and June 2024 and increased the maximum compensation limit for services performed through June 30, 2027 to $7,000,000. Updated project and permit workload estimates indicate a need to increase the maximum compensation limit to sustain required contract administration and inspection responsibilities. City staff recommends Council approve the Second Amendment to the Agreement (Attachment 3), increasing the maximum compensation limit from $4,000,000 to $7,000,000 for services performed between August 2022 and June 2024, increasing the maximum compensation limit from $1,000,000 to $4,000,000 for services performed between July 2024 and June 2025, and increasing the total contract maximum compensation limit to $13,000,000. This amendment would also provide project continuity since Kleinfelder is currently providing construction contract administration and inspection for the G Street Sewer Pump Station/Force Main, CVEATC Bridge Replacement, Bayfront Phase 1A, Salt Creek Siphon, two pavement rehabilitation projects and dozens of fiber optic telecommunication permits. Kleinfelder has performed satisfactorily and provides quality personnel that are experienced in a variety of construction methods, field inspection, construction management, and contract administration. DECISION-MAKER CONFLICT City Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Council members do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). City Staff is not independently aware and has not been informed by any City Council member, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT Approval of this resolution approves the second amendment to the Agreement with Kleinfelder Construction Services, Inc. to provide On-Call CIP Construction Management Services to the City. All fees for Consultant's services will be paid from existing CIP project appropriations or reimbursed through developer-funded and utility/telecommunication permit-funded projects. The Agreement is eligible for three one-year extensions upon mutual agreement. There is no additional fiscal impact anticipated as a result of this action. ONGOING FISCAL IMPACT There is no ongoing fiscal impact associated with the proposed action as consultant's services will be paid from funds already allocated for CIPs, developer-funded projects, and utility/telecommunication permit- funded projects. Page 64 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 4 ATTACHMENTS 1. Original Consultant Services Agreement 2. First Amendment to the Consultant Services Agreement 3. Second Amendment to the Consultant Services Agreement Staff Contact: Chester Bautista, Associate Civil Engineer, Engineering and Capital Projects. Page 65 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C:\Program Files\eSCRIBE\TEMP\18323899309\18323899309,,,Resolution.docx RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE SECOND AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND KLEINFELDER CONSTRUCTION SERVICES, INC. TO PROVIDE ON-CALL CAPITAL IMPROVEMENT PROGRAM (CIP) CONSTRUCTION MANAGEMENT SERVICES WHEREAS, the Department of Engineering and Capital Projects manages the preliminary engineering, design, construction management, and inspection of the City’s CIP and Developer- funded projects, and construction oversight and inspection of various permits including utility permits and telecommunication facility permits; and WHEREAS, Kleinfelder Construction Services, Inc. (“Kleinfelder”) assists with the construction management and inspection of capital improvement program (“CIP”) projects, developer-constructed roadway improvements and grading permits, and utility and telecommunication facility permits when workload exceeds the capacity of existing City staffing levels; and WHEREAS, Kleinfelder, with City oversight, provides construction management and inspection of telecommunications facility permits associated with fiber network expansion projects by companies like Verizon/MCI, AT&T, Crown Castle and Wyyerd; and WHEREAS, the City made commitments to deliver capital improvements for infrastructure throughout Chula Vista which takes significant effort to plan, fund and construct, and due to the increases in funding associated with Measure P, Gas Tax , Transnet and grants, the CIP budgets in fiscal years 2022-23 and 2023-24 amounted to $117.1 million, with allocations of $50.5 million and $66.6 million, respectively; and WHEREAS, during this time, Kleinfelder has provided construction management and inspection services for multiple CIP paving, traffic signal, sewer, and bridge replacement projects; and WHEREAS, Developer-funded and utility and telecommunication permitted projects constructed in the City’s public right of way include the multi-year fiber optic system buildouts by Verizon/MCI, AT&T, Crown Castle and Wyyerd; and WHEREAS, the City’s construction oversight and inspection of Developer-funded and utility and telecommunication projects does not impact the City’s General Fund but instead Developer deposit accounts are created and City and Consultant staff charges are billed to the deposit accounts and reimbursed by the Developers and telecommunication companies; and WHEREAS, the fiber optic telecommunication companies pursued aggressive construction schedules which initially caused damage to private sewer laterals, inadequate public street trench Page 66 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Resolution No. Page 2 repairs, and substandard work practices and as a result, the City increased its oversight and inspection of the fiber optic work by using a dedicated Kleinfelder resident engineer and additional inspectors to monitor the multiple work locations; and WHEREAS, the increased oversight minimizes impacts to private residents and the City’s assets and infrastructure; and WHEREAS, Kleinfelder has provided well qualified staff with experience and expertise and the City would like to maintain this level of consistent oversight and inspection for the duration of the various telecom companies fiber optic system buildouts, which is expected to continue through 2026; and WHEREAS, on August 23, 2022, by Resolution No. 2022-0193, Council approved the Agreement with Kleinfelder for On-Call CIP Construction Management services (“Agreement”); and WHEREAS, on August 8, 2023, by Resolution No. 2023-0115, Council approved the First Amendment to the Agreement to increase the maximum allowable amount to be paid from $2,000,000 to $4,000,000 for services performed between August 2022 and June 2024 and increased the maximum allowable amount to be paid for services performed through June 30, 2027 to $7,000,000; and WHEREAS, the City and Kleinfelder anticipate the performance of the CIP, Developer- funded, and utility and telecommunication projects oversight and inspection will require payment to Kleinfelder in excess of the maximum amount of $4,000,000 for services performed between August 2022 and June 2024, and will exceed the maximum allowable amount to be paid for services performed through June 30, 2027 of $7,000,000 as set forth in the First Amendment; and WHEREAS, the City and Kleinfelder anticipate the performance of the CIP, Developer- funded, and utility and telecommunication projects oversight and inspection will require payment to Kleinfelder in excess of the maximum amount of $1,000,000 for services performed between July 2024 and June 2025 as set forth in the original Agreement; and WHEREAS, the City and Kleinfelder desire to amend the Agreement to provide additional on-call construction management and inspection services by increasing the maximum allowable amount to be paid from $4,000,000 to $7,000,000 for services performed between August 2022 and June 2024, increasing the maximum allowable amount to be paid from $1,000,000 to $4,000,000 for services performed between July 2024 and June 2025, and increasing the maximum allowable amount to be paid for services performed through June 30, 2027 from $7,000,000 to $13,000,000. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Second Amendment to the Consultant Services Agreement between the City of Chula Vista and Kleinfelder, in the form presented, with such modification as the City Attorney may approve or require, to increase the maximum allowable amount to be paid from $4,000,000 to $7,000,000 for services performed between August 2022 and June 2024, increase the maximum Page 67 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Resolution No. _________ Page 3 allowable amount to be paid from $1,000,000 to $4,000,000 for services performed between July 2024 and June 2025, and increase the maximum allowable amount to be paid for services performed through June 30, 2027 from $7,000,000 to $13,000,000, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to execute same. Presented by William S. Valle Director of Engineering & Capital Projects Approved as to form by Jill D.S. Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 68 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH KLEINFELDER CONSTRUCTION SERVICES, INC., TO PROVIDE ON-CALL CIP CONSTRUCTION MANAGEMENT. This Agreement is entered into effective as of August 23, 2022 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and KLEINFELDER CONSTRUCTION SERVICES, INC.,, a California Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, the City has a Capital Improvement Program (CIP) for improvements at various locations throughout the City; and WHEREAS, the City has identified the need to enlist qualified consultants to assist with the construction management activities on (CIP) projects and other City projects, and WHEREAS, on March 4, 2022 a Request for Proposal/Qualifications for Professional Services for Construction Management Services was issued for various Capital Improvement Program (CIP) projects and other City projects; and, WHEREAS, the consultant selection committee determined Kleinfelder Construction Services, Inc., as one of four (4) Consultants to provide the construction management services; and, WHEREAS, the Consultant selection process was conducted in accordance with Section 2.56.110(C) of the Chula Vista Municipal Code; and, WHEREAS, consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE R2022-193 Page 69 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 70 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” Consultant shall not be responsible for delays caused by circumstances beyond its reasonable control. 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additio nal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all applicable laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 4 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 71 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line-item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.5 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.6 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 72 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, and agents must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, and agents. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 73 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirements also apply: a. The “Retro Date” must be shown and must be before the date of this Agreement or the beginning of the work required by this Agreement. b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 74 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8. 4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability. 6. REMEDIES 6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 75 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all “Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California. 6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 76 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion. 8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants. 8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 77 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. 8.11 Site Access. The Consultant, may, for the successful and timely completion of services, request that City provides timely access to the site, including third party sites, if required. End of page. Next page is signature page.) DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 78 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date. KLEINFELDER CONSTRUCTION SERVICES, INC., CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ Rich Fitterer, PE, QSD MARIA V. KACHADOORIAN Area Manager CITY MANAGER APPROVED AS TO FORM BY: ________________________________ Glen R. Googins City Attorney DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE For Page 79 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Jonathan Salsman 1800 Maxwell Road, Chula Vista CA 91911 619-397-6115 jsalsman@chulavistaca.gov For Legal Notice Copy to: City of Chula Vista City Attorney 276 Fourth Avenue, Chula Vista, CA 91910 619-691-5037 CityAttorney@chulavistaca.gov B. Consultant Contract Administration: KLEINFELDER CONSTRUCTION SERVICES, INC., Mark Plotnikiewicz, Project Manager 5761 Copley Drive, Suite 100 San Diego, CA 92111 858) 223-8480 mplotnikiewicz.com For Legal Notice Copy to: KLEINFELDER CONSTRUCTION SERVICES, INC., 5761 Copley Drive, Suite 100 San Diego, CA 92111 858) 223-8500 2. Required Services A. General Description: Consultant shall provide project management and construction management consultant services at the direction and to the satisfaction of the City Engineer for City of Chula Vista construction projects on an “as-needed” and per project/assignment basis (each a “Task Order”) at the sole discretion of the City Task Orders will range from complete construction project management and administration for a project to minor construction management tasks depending on the needs of the City. Typical projects for which construction management consulting services may be required include: Pavement Rehabilitation, Sewage Pump Station Construction and Rehabilitation, Sewer Construction and Rehabilitation, Traffic Signal Modifications, Street Widening Improvements, ADA Curb Ramp and Sidewalk Replacement, Signage and Striping, Stormwater Permanent BMP Construction, and similar work. B. Detailed Description: 1 Construction Management Services. Consultant will provide project management and construction management services for civil infrastructure projects and other City projects as provided in a Task Order. DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 80 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 Each Task Order will include a not-to-exceed fee for all time, materials, and costs permitted to be incurred for that Task Order. Consultant acknowledges and agrees that the City is not required to request that Consultant provide any Required Services per a Task Order under this Agreement. Consultant acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it has provided Required Services as explicitly authorized and approved by the City in accordance with a Task Order and this Agreement. 2 Personnel. Consultant will provide qualified project managers, construction managers, inspectors, engineers and/or construction specialists experienced in a wide variety of construction methods, project management, contract administration and other related duties. All consultants shall have knowledge of City codes, procedures, and regulations as well as Knowledge of SDRSD, Greenbook Specifications, Caltrans Std. Plans and Specifications, City of Chula Vista Construction Standards, City of Chula Vista Subdivision Manual, and City of Chula Vista Standard Special Provisions. Consultants shall also have knowledge of requirements for local, state and federally funded projects. The City shall have the right to make a determination as to the qualifications or performance of individual personnel and shall have the right to require substitution of personnel. If such substitution is not immediately effectuated, City may cancel the Task Order. 3 On-Call Services. Consultant acknowledges and agrees that service requests from the City under this Agreement will be on an “as-needed” and per Task Order basis sole discretion of the City. 4 Task Order Proposal. Prior to issuance of a Task Order, Consultant shall confer with the Contract Administrator and identify the scope of the Task Order. Consultant shall provide the City with a cost proposal for work in the Task Order. The cost proposal shall set a not-to-exceed price and break down of hours per unit of work and person completing the work. 5 Scope of Work. Consultant will provide the following services as needed on each project or assignment: 5.1 Consultant shall be able to provide qualified construction inspectors, landscape inspectors, electrical inspectors, engineers and/or construction managers experienced in a wide variety of construction methods, project management, field inspection, traffic signal inspection, contract administration, landscape inspection, utility potholing, and other related duties. 5.2 Supervise Contractor’s traffic control, detours, lane closures and staging plans. 5.3 Conduct on-site monitoring and inspection of construction activities to ensure contractor compliance with: all construction contract specifications, plans, and schedules; all NPDES General Construction and MS4 Stormwater permits & permit conditions. 5.4 Conduct stormwater inspections, monitoring and reporting for pre-construction activities and post-construction Best Management Practices. 5.5 Conduct landscaping and irrigation inceptions in accordance with all codes and regulations, per typical industry practice. 5.6 Conduct electrical inspections to certify electrical construction accordance with all codes and regulations, per typical industry practice. Typical electrical inspections include pump station, traffic signals, ROW lighting, and other non-building City infrastructure. 5.7 Monitor contractor’s compliance with all federal, state and local safety rules and regulations. 5.8 Conduct and/or participate in mandatory safety training. DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 81 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 5.9 Preparation and submittal of daily reports of construction activities, including equipment and labor usage, description of work, location, progress, current issues. 5.10 Preparation and submittal of weekly statement of working days. 5.11 Photo document the project site and construction activities prior, during and after completion of all work. 5.12 Interpretation of contract specifications and plans as required. 5.13 Coordination of City or consultant supplied surveying and testing services. 5.14 Perform office tasks including, but not limited to: CPM schedule reviews; maintain project files (both paper and electronic); prepare project correspondence; prepare and maintain project fiscal records; and other duties as required relative to contract administration for the assignment. 5.15 Verification of contractor prevailing wage payments and compliance with federal and state labor regulations. 5.16 Calculation of quantities and preparation of payment estimates. 5.17 Preparation of contract change orders and necessary supporting documents and forms. 5.18 Review, investigate, and recommend action on submittals & requests for information. 5.19 Coordination with utilities, state and local agencies, and the public. 5.20 Analyze, investigate, and recommend action on potential claims, contract disputes, and claims. 5.21 Preparation of final reports and as-built drawings for the project. 5.22 Compliance with Caltrans Local Assistant Program for federally funded projects. 5.23 Utility location verification services by potholing methods for location and depth verification. Scope of this task does not include services normally provided by Underground Service Alert of Southern California (811, USA, Dig Alert, https://www.california811.org/). 6 Standards for Deliverables. 6.1 The Consultant shall make project documentation available to City of Chula Vista at any time during the project. At the conclusion of the project, the CM Consultant shall provide the City with all project documentation including, but not limited to: 6.1.1 Correspondence 6.1.2 Submittals 6.1.3 Requests for Information 6.1.4 Pay requests 6.1.5 Design change notifications 6.1.6 As-built drawings and specifications 6.1.7 Quality Assurance/Code test and inspection results 6.1.8 Deficiency notices 6.1.9 Change orders 6.1.10 Meeting minutes 6.1.11 Daily field reports 6.2 The Consultant shall compile the construction documents in a final Construction Summary Report. Copies containing the report shall be submitted to the City no more than 30 days following construction completion. 7 Plan Review. Consultant may also be requested to review design plans, specifications, estimates, proposals, studies and general engineering documents prepared by other engineers for constructability. DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 82 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 8 Performance. 8.1 Provide services in accordance with specific projects on an As-Needed basis. 8.2 Commencement of work under this Agreement shall occur only upon receipt of a Task Order signed by the City. 8.3 The cost of each Task Order under this Agreement shall be the negotiated cost for a specific project during the term of the Agreement using firm fixed price, or not to exceed price, or hourly rates. 8.4 Deliverables required are project specific and will be determined in the Task Order. 8.5 Consultant will provide for their staff all vehicles, tools, safety equipment, computer equipment, software, consumables and accessories required for the work. 9 Software and Methodology. Consultant will identify software and methodology used for Project completion and deliverables, which shall require prior approval of the City. 10 Records. Consultant will provide the City all original field notes, data, reports, records, photos etc. of field and office tasks. Further, the Consultant shall maintain copies of all records related to the project tasks performed for a period of five years 11 Meetings. All Project meetings are to be included in project scope and minutes shall be provided to the City for approval. 12 Conflict of Interest. Consultant shall not retain any clients who are doing work under permits or contractual agreements with the City of Chula Vista unless otherwise approved in writing by City Engineer. 13 Work not listed in Schedule. If an occasion arises whereby the City requests work to be done which is not listed in this schedule, the price of providing this work shall be negotiated in good faith between the City and the Consultant. The negotiated price(s) shall not exceed the Schedule of Charges labeled as Exhibit D to this agreement between the City and Consultant 14 No Assurance. Consultant acknowledges and agrees that the City is not required to request any services from Consultant via a Task Order under this Agreement. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin August 23, 2022 and end on June 30, 2024 for the completion of all Required Services. If City desires for Consultant to continue to provide Required Services on Projects that are in-progress at the expiration date of this Agreement, the City may, in its sole discretion, extend the term of this Agreement by administrative amendment to a date needed to complete the Required Services . 4. Compensation: A. Form of Compensation Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Contractor for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated below: DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 83 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 See Exhibit D for Applicable Hourly Rates B. Reimbursement of Costs For the cost of out of pocket expenses requested by the City and incurred by Consultant in the performance of Required Services, City shall pay Consultant at the rates or amounts set forth below: Initial Scope meeting No Cost In County Travel Time No Cost Reports, Original, Mylar No Cost Copies, Reproductions of Final Reports/Mylars Cost Plus 10% Outside Services Cost Plus 15% Delivery Cost Plus 10% Long Distance Telephone Charges No Cost Other Actual Identifiable City- Approved Direct Costs Cost Plus 10% Mileage IRS Standard Mileage Rate Written City-Approved Overtime To be negotiated at time of written request and approved by City Consultant acknowledges and agrees that when reprographics and courier services are requested by the City, expenses will be reimbursed at cost when performed by a third-party business entity and only when accompanied by a copy of the original invoice. Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 2024 shall not exceed $2,000,000. . 5. Special Provisions: Permitted Sub-Consultants: For Sub-Consultant list see Exhibit E. Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for three (3) additional terms, defined as a one-year increment. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the maximum amount to be paid to Consultant for services performed during the option term(s) shall be as follows: Option Year 1 (July 1, 2024 – June 30, 2025): $1,000,000.00* Option Year 2 (July 1, 2025 – June 30, 2026): $1,000,000.00* Option Year 3 (July 1, 2026 – June 30, 2027): $1,000,000.00* Amounts duly approved but not encumbered during the original Term or previously exercised option(s)-to- extend may be carried over, in City’s sole discretion, to increase the maximum amounts during the option terms. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. At this time the Consultant may submit a written request to the City to increase the amounts specified in Exhibit D by up to three and a half percent (3.5%) for each extension. DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 84 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 30, 2027 shall not exceed $5,000,000. . Other: Labor Code Compliance: Consultant and each of its subconsultants/subcontractors will comply with the State of California’s prevailing wage rate requirements in accordance with California Labor Code, and all Federal, State, and local laws and ordinances applicable to persons employed by them for public works in a covered work classification. When payment of prevailing wages apply to the Required Services the wage rates and transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations, State of California (DIR). The State’s prevailing wage rates determinations are available from the DIR home page at www.dir.ca.gov/oprl/. The City has ascertained that general prevailing wage rates may be applicable to all or a portion of the work to be performed for the Required Services. To verify compliance with State prevailing wage requirements, the DIR maintains an online registry of contractors to which Consultant and/or its subconsultants/subcontractors will be required to submit certified payrolls. Subject to the exceptions provided in the California Labor code, no Consultant or any of its subconsultants/subcontractors shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to California Labor Code section 1725.5. When payment of prevailing wages applies to the Required Services, this Agreement becomes subject to compliance monitoring and enforcement by the DIR. Nothing contained above shall be construed to any way limit Consultant’s obligations to comply with all laws and regulations. DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 85 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 EXHIBIT B INSURANCE REQUIREMENTS Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x). Type of Insurance Minimum Amount Form General Liability: Including products and completed operations, personal and advertising injury 2,000,000 per occurrence for bodily injury, personal injury including death), and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this Agreement or the general aggregate limit must be twice the required occurrence limit Additional Insured Endorsement or Blanket AI Endorsement for City* Waiver of Recovery Endorsement Insurance Services Office Form CG 00 01 Must be primary and must not exclude Products/Completed Operations Automobile Liability $1,000,000 per accident for bodily injury, including death, and property damage Insurance Services Office Form CA 00 01 Code 1-Any Auto Code 8-Hired Code 9-Non Owned Workers’ Compensation Employer’s Liability 1,000,000 each accident 1,000,000 disease policy limit 1,000,000 disease each employee Waiver of Recovery Endorsement Professional Liability Errors & Omissions) 1,000,000 each occurrence 2,000,000 aggregate Other Negotiated Insurance Terms: NONE DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 86 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 EXHIBIT C CONSULTANT CONFLICT OF INTEREST DESIGNATION The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. B. Consultant NOT a corporation or limited liability company and disclosure designation is as follows: APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.) Name Email Address Applicable Designation Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individuals have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) A. Full Disclosure B. Limited Disclosure (select one or more of the categories under which the consultant shall file): 1. 2. 3. 4. 5. 6. 7. Justification: C. Excluded from Disclosure 1. Required Filers Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700. 2. Required Filing Deadlines Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement. 3. Filing Designation The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691 -5041, or the FPPC at 1-866-ASK-FPPC, or 866) 275-3772 *2. Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Jonathan Salsman 1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040. 3 Cal. Gov. Code §§53234, et seq. 4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not include corporation or limited liability company). DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 87 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 EXHIBIT D RATE SCHEDULE KLEINFELDER CONSTRUCTION SERVICES DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 88 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 89 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 90 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 91 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 92 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 93 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 94 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 95 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 96 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 97 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 AIRX UTILITY SURVEYORS DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 98 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 City of Chula Vista Agreement No.: 2022-138 Consultant Name: KLEINFELDER CONSTRUCTION SERVICES, INC., Rev. 9/15/20 EXHIBIT E LIST OF SUBCONSULTANTS Subconsultant Role Contact Information Reddy Engineering Civil/Landscape Inspectors 9655 Granite Ridge Dr. San Diego, CA 92123 Ph: 858-308-2801 CA Wehsener Engineering Electrical Inspectors 10453 Russell Rd. La Mesa, CA 91941 Ph: 760-594-1958 STC Traffic Traffic Inspectors 5973 Avenida Encinas #218 Carlsbad, CA 92008 Ph: 760-602-4290 AirX Utility Services Potholing 785 E Mission Rd. Ste 100 San Marcos, CA 92069 Ph: 760480-2347 Guida Surveying Surveying 380 State Pl. Escondido, CA92029 Ph: 760-317-9819 Gonzalez White Consulting Services Labor Compliance Teresa Gonzalez-White Ph: 619-518-1821 DocuSign Envelope ID: ADCAEA15-E58D-4C22-A358-D886001B54BE Page 99 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ACN# 2023-183 FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND KLEINFELDER CONSTRUCTION SERVICES INC. TO PROVIDE ON-CALL CIP CONSTRUCTION MANAGEMENT CONSULTING SERVICES This First Amendment “Amendment” is entered into effective as of August 8, 2023 “Effective Date” by and between the City of Chula Vista (“City”) and Kleinfelder Construction Services, Inc. “Consultant” with reference to the following facts: RECITALS WHEREAS, City and Consultant previously entered into the City of Chula Vista Consultant Services Agreement with Kleinfelder Construction Services, Inc. to Provide On-call CIP Construction Management, (“Original Agreement”) (Agreement Control Number 2022-138 and Resolution Number 2022-193) on August 23, 2022; and WHEREAS, the City has identified additional work that it desires to have Consultant perform pursuant to the terms of the Original Agreement; and WHEREAS, the parties anticipate that the performance of the additional work will require payment to Consultant in excess of the maximum amount of $2,000,000 set forth in Exhibit A, Section 4.B. of the Original Agreement; and WHEREAS, Section 8.1 of the Original Agreement provides that the parties are permitted to modify the Agreement by means of a written amendment executed by both parties; and WHEREAS, the parties wish to increase the not to exceed compensation amount for the initial term as shown in Exhibit A, Section 4.B. of the Original Agreement, from $2,000,000.00 to $4,000,000.00; and WHEREAS, the parties wish to increase the total not to exceed compensation amount of the term of the agreement if all three optional extensions are exercised as shown in Exhibit A, Section 5 of the Original Agreement, from $5,000,000 to $7,000,000. NOW THEREFORE, in consideration of the above recitals and the mutual obligations of the parties set forth herein, City and Consultant agree as follows: 1. Exhibit A, Scope of Work and Pay Terms, Section 4.B. of the Original Agreement is amended as follows: “Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for the services performed through June 2024, shall not exceed $2,000,000 $4,000,000.” 2. Exhibit A, Scope of Work and Pay Terms, Section 5 of the Original Agreement is amended as follows: DocuSign Envelope ID: 737F8367-A832-4647-A8AD-1D7E01E4E6CA R2023-115Page 100 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 “Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for the services performed through June 30, 2027, shall not exceed $5,000,000 $7,000,000.” 3. Except as expressly provided herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 4. Each party represents that it has full right, power and authority to execute this First Amendment and to perform its obligations hereunder, without the need for any further action under its governing instruments, and the parties executing this Amendment on the behalf of such party are duly authorized agents with authority to do so. [End of page. Next page is signature page.] DocuSign Envelope ID: 737F8367-A832-4647-A8AD-1D7E01E4E6CA Page 101 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 FIRST AMENDMENT TO CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH PROJECT PROFESSIONALS CORPORATION TO PROVIDE ON-CALL CIP CONSTRUCTION MANAGEMENT CONSULTING SERVICES KLEINFELDER CONSTRCUTION SERVICES, INC., CITY OF CHULA VISTA BY: ________________________________________ BY: ___________________________________________ Rich Fitterer, PE, QSD JOHN MCCANN Area Manager MAYOR ATTEST BY: ________________________________ KERRY BIGELOW, MMC City Clerk APPROVED AS TO FORM BY: ________________________________ Jill D.S. Maland Lounsbery Ferguson Altona & Peak Acting City Attorney DocuSign Envelope ID: 737F8367-A832-4647-A8AD-1D7E01E4E6CA For Page 102 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND KLEINFELDER CONSTRUCTION SERVICES, INC. TO PROVIDE ON-CALL CIP CONSTRUCTION MANAGEMENT CONSULTING SERVICES This Second Amendment (“Amendment”) is entered into effective as of February 20, 2024 (“Effective Date”) by and between the City of Chula Vista (“City”) and Kleinfelder Construction Services, Inc. (“Consultant”) with reference to the following facts: RECITALS WHEREAS, City and Consultant previously entered into the City of Chula Vista Consultant Services Agreement with Kleinfelder Construction Services, Inc. to provide On-Call CIP Construction Management Consulting Services, (“Original Agreement”) (Agreement Control Number 2022-138 and Resolution Number 2022-193) on August 23, 2022; and WHEREAS, City and Consultant previously entered into the First Amendment to the City of Chula Vista Consultant Services Agreement with Kleinfelder Construction Services, Inc. to provide On-Call CIP Construction Management Consulting Services, (“First Amendment”) (Agreement Control Number 2023-183 and Resolution Number 2023-115) on August 8, 2023; and WHEREAS, the City has identified additional work that it desires to have Consultant perform pursuant to the terms of the Original Agreement and First Amendment; and WHEREAS, the parties anticipate that the performance of the additional work will require payment to Consultant in excess of the maximum amount of $4,000,000 set forth in Exhibit A, Section 4.B. of the First Amendment; and WHEREAS, the parties anticipate that the performance of the additional work will require payment to Consultant in excess of the maximum amount of $1,000,000 for Option Year 1 set forth in Exhibit A, Section 5. of the Original Agreement; and WHEREAS, Section 8.1 of the Original Agreement provides that the parties are permitted to modify the Agreement by means of a written amendment executed by both parties; and WHEREAS, the parties wish to increase the maximum amount to be paid for services performed through June 2024 as set forth in Exhibit A, Section 4.B. of the First Amendment from $4,000,000 to $7,000,000; and WHEREAS, the parties wish to increase the maximum amount to be paid for services performed through June 2025 for Option Year 1 as set forth in Exhibit A, Section 5 of the Original Agreement, from $1,000,000 to $4,000,000; and WHEREAS, the parties wish to increase the maximum amount to be paid for services performed through June 30, 2027 as set forth in Exhibit A, Section 5 of the First Amendment from $7,000,000 to $13,000,000. Page 103 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 NOW THEREFORE, in consideration of the above recitals and the mutual obligations of the parties set forth herein, City and Consultant agree as follows: 1. Exhibit A, Scope of Work and Payment Terms, Section 4.B. of the First Amendment is amended as follows: “Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 2024, shall not exceed $4,000,000 $7,000,000.” 2. Exhibit A, Scope of Work and Payment Terms, Section 5 of the Original Agreement is amended as follows: “Option Year 1 (July 1, 2024 - June 30, 2025): $1,000,000.00* $4,000,000.00*” 3. Exhibit A, Scope of Work and Payment Terms, Section 5 of the First Amendment is amended as follows: “Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 30, 2027 shall not exceed $7,000,000 $13,000,000.” 4. Except as expressly provided herein, all other terms and conditions of the Original Agreement and First Amendment shall remain in full force and effect. 5. Each party represents that it has full right, power and authority to execute this Second Amendment and to perform its obligations hereunder, without the need for any further action under its governing instruments, and the parties executing this Amendment on the behalf of such party are duly authorized agents with authority to do so. [End of page. Next page is signature page.] Page 104 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND KLEINFELDER CONSTRUCTION SERVICES INC. TO PROVIDE ON-CALL CIP CONSTRUCTION MANAGEMENT CONSULTING SERVICES KLEINFELDER CONSTRUCTION SERVICES, INC., CITY OF CHULA VISTA BY: ________________________________________ BY: ___________________________________________ Rich Fitterer, PE, QSD JOHN MCCANN Area Manager MAYOR ATTEST BY: ________________________________ KERRY BIGELOW, MMC City Clerk APPROVED AS TO FORM BY: ________________________________ Jill D.S. Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 105 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Joseph A Raso Telephone Honorable Mayor & City Council 02/20/24 The addition of the following Clause to The “Tenant Protection Ordinance” would remedy a huge financial burden placed on the backs of renters: “Notice to cure must ﬁ rst be given before an administrative citation or civil penalty may be issued” The Logic behind such a clause is simple. City Staff’s presentation at the 12/12/23 City Council meeting revealed that NO ﬁnes were issued during the ﬁrst year of the TPO’s enforcement. Obviously, with so few “Bad Actors”, there is no need to threaten hundreds of good intention Landlords with massive $5,000.00 daily ﬁnes. Such an action forces Mom & Pop property owners to take the precaution by raising rents on thousands of Tenants. Remember… It is not only the ﬁne which causes a rise in rents but also the THREAT of a ﬁne which triggers such an action. Obviously, upon receiving a warning, the vast majority of good intention individuals would gladly come into compliance, while the few unscrupulous Tenants and Landlords will attempt to circumvent the law. An added bonus of such a notiﬁcation procedure is that a warning simpliﬁes the process of identifying and levying ﬁnes against “Bad Actors”. Thank you for your attention in this matter. Joseph A. Raso Page of 1 4 Page 106 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda PS: Supporting Data: A) Areas where we all can agree: 1)Threatening Landlords and Tenants who have made inadvertent mistakes with $5,000.00 daily ﬁnes is causing the most harm to tenants. Clause 9.65.080C2 states: “Civil penalties for violations of this chapter may be assessed at a rate not to exceed $5,000 per violation per day. When a violation occurs it is not required that a warning or notice to cure must ﬁrst be given before an administrative citation or civil penalty may be issued.” and clause 9.65.060E states: Reporting Requirements. Owners and Tenants shall provide City with information regarding termination of Tenancies at such time(s) and with such details as shall be required by City in the attendant Administrative Regulations. Translation: Tenant makes a mistake, Landlord get ﬁned $5,000.00. 2)Landlords of the *36,033 rental units (*Staff supplied data) must raise rents in order impound funds to pay the potential ﬁnes of those who have made inadvertent errors. B) The City Council is probably unaware that City Staff is not required receive Council’s direction when modifying The TPO’s Administrative Regulations: City Staff is authorized to change rules at will regarding the enforcement of the “Tenant Protection Ordinance” without consulting The City Council. Most tenants who voluntarily move away may be unaware they may required to complete forms informing city staff the details of a relocation. See Clause 9.65.060E above. Such an absent of action a tenant’s part forces landlords to substantially raise rents in preparation of potential $5,000.00 daily ﬁnes to follow. Page of 2 4 Page 107 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C) City Council was warned a year ago the Tenant Protection Ordinance would cause a massive increase in homelessness. Although there are many causes for homelessness in our community, most can agree, high rents is a huge contributing factor. I can state unequivocally The Tenant Protection Ordinance is what is forcing this Landlord to raise rents. D) City Staff Supplied Data Supporting Conclusions: 1) Chula Vista Population: 283,972 (Chula Vista - U.S. Census Bureau QuickFacts) 2) Average number of individuals in each household: 3.31 (Chula Vista - U.S. Census Bureau QuickFacts) 3) Percentage Chula Vista housing which are rentals. 42% (Data compiled by City Staff ) 4) Number of Chula Vista Rental Units: 36,033 (Population of Chula Vista (283,072) divided by the average number of people residing in each Residence (3.31) equals 85,792 multiplied the percentage of residences which are rentals (42%) equals the approximate number of Chula Vista rental units. (36,033) 5) Approximate number of Chula Vista renters: 119,268 (CV Population 283,972 x .42% = 119,268) 6) Approximate Average Monthly Chula Vista Rent: $3,047.00 (See attached CV Staff provided “Relocation Assistance” Pic below - Average of Line 2nd from bottom) 7) With no right to cure, amount of daily fine levied if Landlord or Tenant inadvertently makes a paperwork error when Tenant terminates lease and moves: $5,000.00 (Clauses 9.65.060 E and 9.65.080 C2 of “Residential Landlord and Tenant Ordinance” ) Page of 3 4 Page 108 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8) Maxim average monthly rent increase allowed . . $304.70 ($3047.00 x 10%. California AB-1482 5% plus inﬂation Max 10%) 9) Average number of months required for Landlord to impound a 1 day fine: 16.41 ($5000.00 divided by $304.70) 10) $10,979,255.00: The approximate total monthly maximum rent increase levied on Chula Vista Renters if Landlords are forced to impound funds to the pay daily fines: (36,033 Rental Units multiplied by the 10% max allowed rent adjustment $304.70 = $10,979,255.00 ) 11) 596 New Homeless: Approximate number of Homeless created if one half of one percent of Chula Vista renters are forced out of their homes by the rent increases caused by the Tenant Protection Ordinance: (CV Population 283,972 x 42% = 119,268 x .5% = 596) Page of 4 4 Page 109 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Chula Vista City Attorney duties and reponsoblilites Art. V Officers and Employees | Charter of the City of Chula Vista (municipal.codes) Sec. 503.City Attorney: Election, Powers and Duties. Page 110 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 111 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda CORRECTION: Verdugo's Conflicts are Worse Than We Thought Author:La Prensa Created:19 February, 2024 - Updated:20 February, 2024 Cardenas as an endorsement on his official ballot statement sent out to voters in the- We also detailed the conflicts-of-interest his opponent, Marco Verdugo, has because of his connections to Councilwoman Andrea Cardenas. Verdugo not only listed Councilwoman November 2023 Page 112 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda VERDUGO accepted and used her endorsement in an attempt to get votes.he clearly thought enough of her to put her on his ballot statement. First, Verdugo's decision to hire Dan Rottenstreich as his campaign consultant before the November special election. In November, Verdugo benefited from a $67,000 mailer sent out by the same Laborers’ Union which also paid political consultants Margin Victories $10,000 for consulting in support of Verdugo.Margin Victories is owned by Jehoan Espinoza, a former employee of Jesus Cardenas’ company where Andrea also works. Espinoza has also lived with Andrea in recent years. Page 113 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 From: Robert < Sent: Tuesday, February 20, 2024 11:51 AM To: CityClerk <CityClerk@chulavistaca.gov> Subject: Re: PUBLIC COMMENT 2.20.24 WARNING - This email originated from outside the City of Chula Vista. Do not click any links and do not open attachments unless you can confirm the sender. PLEASE REPORT SUSPICIOUS EMAILS BY USING THE PHISH ALERT REPORT BUTTON or to reportphishing@chulavistaca.gov On Tue, Feb 20, 2024 at 11:15 AM Robert <wrote: Page 114 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 ANOTHER BROWN ACT VIOLATION TRUST I KEEP UP WITH THE FACT YOUR NOT UPDATING US. On Tue, Feb 20, 2024 at 11:06 AM Robert <wrote: On Tue, Feb 20, 2024 at 11:03 AM Robert <wrote: Page 115 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 On Tue, Feb 20, 2024 at 11:02 AM Robert <wrote: Page 116 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 On Tue, Feb 20, 2024 at 11:02 AM Robert <wrote: thursday night .. 0 agend UPLOADED friday 1 day sat sun - off work not a business day monday - holiday tuesday - 4 hrs of commenting "befor noon" this is 72 hrs befor the meeting? the same rules should apply to you and us. you not special. i would say imo your not following the rules in fact your changing rules you dont even follow. i would recommend befor you all get sued. you change the rules which are not laws. you have no power remember that. WE THE PEOPLE ARE YOUR BOSS. you have to be reasonable , which im showing ur not. Page 117 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 ELECTION MANIPULATION AND NOW YOU HAVE EVEN MORE DAMAGES FOR ELECTION PROBLEMS AND WE DO SEEK A REMEDY OR WE CAN SUE FOR MORE DAMAGES . YOUR ON THIN ICE. FIX IT. please include for the public record.. i have made you aware anything comes from this its on you.. and you have less then 30 days to fix most of it,. Forwarded message --------- From: Robert < Date: Mon, Feb 19, 2024 at 10:33 AM Subject: Re: 30 day notice To: CityClerk <cityclerk@chulavistaca.gov>, <jmccann@chulavistaca.gov>, jpreciado@chulavistaca.gov>, <CityAttorney@chulavistaca.gov> id read the last part. On Mon, Feb 19, 2024 at 10:31 AM Robert <wrote: Page 118 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 On Mon, Feb 19, 2024 at 10:25 AM Robert <wrote: Page 119 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 isnt the meeting live streamed on the internet? On Mon, Feb 19, 2024 at 10:23 AM Robert <wrote: Page 120 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 On Mon, Feb 19, 2024 at 10:20 AM Robert <wrote: should i continue or are you going to fix the error? On Mon, Feb 19, 2024 at 10:19 AM Robert <wrote: Page 121 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 this contract was violated this year. i know of cancellations. On Mon, Feb 19, 2024 at 10:17 AM Robert <wrote: Page 122 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 your in breach of contract here. On Mon, Feb 19, 2024 at 10:04 AM Robert <wrote: Page 123 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 nothing ever mentioned the ecomment systems. On Sun, Feb 18, 2024 at 3:37 PM Robert <wrote: eComments, emails, and other written comments why use separate words here just not when informing the informed public.? ? your lack of wording in the writing proves you were trying to hide the ECOMMENT in to the written comment or why else not just say it like it is written after the fact... ill tell this.. Electronic Public Comments: At chulavistaca.gov/councilmeetings, locate the meeting and click the comment bubble icon. Select the item and click "Leave Comment." You may also email cityclerk@chulavistaca.gov. eComments, emails, and other written comments must be received by noon for a regular City Council meeting. go figure you see it as public comments here? Public Comment provides an opportunity to address the City Council on any matter not listed on the agenda that is within the jurisdiction of the City Council. Under the Brown Act, the City Council cannot take action on matters not listed on the agenda. what it said before Electronic Public Comments: At chulavistaca.gov/councilmeetings, locate the meeting and click the comment bubble icon. Select the item and click "Leave Comment." eComments are accepted until comments on the item are concluded. You may also email cityclerk@chulavistaca.gov. i suggest you fix this asap befor we need to call up so real lawyers./ Page 124 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 everyone makes mistakes. i would fix it. robertjohnons On Sun, Feb 18, 2024 at 3:26 PM Robert <wrote: this is no mention of e-comment and i will take you to court if you dont fix the error. Page 125 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 6 Public Comments Johnson – Received 2/20/2024 scope never mentioned ecomment. 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Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action A) City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap), adopt a resolution authorizing the issuance of its Improvement Area A 2024 Special Tax Refunding Bonds in a principal amount not to exceed twelve million four hundred twenty-five thousand dollars ($12,425,000) and approving certain documents and taking certain other actions in connection therewith. B) City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap), adopt a resolution authorizing the issuance of its Improvement Area B 2024 Special Tax Refunding Bonds in a principal amount not to exceed three million one hundred forty thousand dollars ($3,140,000) and approving certain documents and taking certain other actions in connection therewith. C) City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), adopt a resolution authorizing the issuance of its 2024 Special Tax Refunding Bonds in a principal amount not to exceed eleven million nine hundred eighty thousand dollars ($11,980,000) and approving certain documents and taking certain other actions in connection therewith. Page 216 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 2 D) City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six), adopt a resolution authorizing the issuance of its 2024 Special Tax Refunding Bonds in a principal amount not to exceed eight million one hundred ninety thousand dollars ($8,190,000) and approving certain documents and taking certain other actions in connection therewith. E) City Council, acting as the legislative body for City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six), adopt a resolution authorizing the issuance of its 2024 Special Tax Refunding Bonds in a principal amount not to exceed four million two hundred sixty-five thousand dollars ($4,265,000) and approving certain documents and taking certain other actions in connection therewith. F) Acting as the Board of Directors of the Chula Vista Municipal Financing Authority, adopt a resolution authorizing the issuance of its Local Agency Revenue Refunding Bonds in a principal amount not to exceed forty million dollars ($40,000,000) and approving certain documents and taking certain other actions in connection therewith. SUMMARY The Chula Vista Municipal Financing Authority (Authority) issued bonds in 2013 (2013 Authority Bonds) to refinance special tax obligations of four of the City’s Community Facilities Districts. The Authority has the opportunity to refinance the 2013 Authority Bonds and reduce the special tax levies on homes within the subject Community Facilities Districts for the remaining 10 years that the 2013 Authority Bonds would be outstanding. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because the proposed activity consists of a governmental fiscal/administrative activity which does not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION Background Between 2002 and 2004, the City issued five series of Special Tax Bonds relating to four of the City’s Community Facilities Districts (CFDs) to provide a portion of the funding for new development infrastructure. In 2013, the City issued five series of Special Tax Refunding Bonds (2013 CFD Bonds) relating to the four CFDs, to refinance the original obligations. The 2013 CFD Bonds were acquired by the Authority and used to secure repayment of the 2013 Authority Bonds. Using this financing structure allowed the City to pool the CFDs and market them as one bond issue rather than each separate CFD’s Special Tax Bonds being sold to the public. Page 217 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 3 At this time, interest rates make a refinancing of the 2013 Authority Bonds cost effective. Currently, the 2013 CFD Bonds are outstanding as shown below: CFD No. 06-I Improvement Area A Bonds $ 13,410,000 CFD No. 06-I Improvement Area B Bonds 3,440,000 CFD No. 07-I Bonds 12,730,000 CFD No. 08-I Bonds 10,220,000 CFD No. 2001-2 Bonds 4,625,000 $44,425,000 The refinancing structure mirrors the structure of the 2013 Authority Bonds. Each CFD will issue a series of Special Tax Refunding Bonds (2024 CFD Bonds) and the Authority will issue one series of Bonds (2024 Authority Bonds) and use the proceeds to acquire the 2024 CFD Bonds. Refinancing Analysis The average interest rate on the 2013 Authority Bonds is 5.20% and they mature by 2034. Based on an expected effective interest rate of approximately 2.75% on the 2024 Authority Bonds, there is a projected savings of $6.3 million (or a 12% reduction) in debt service payments over the life of the 2013 Authority Bonds as a result of the refinancing and early redemption. In addition, there are funds available held under the 2013 Authority Bonds indenture that will be applied to the refinancing, increasing the projected savings to $10.3 million, for a total 20% reduction in payments. These savings will accrue to the CFDs and reduce the special taxes to be levied within each CFD for the final 10 years. It is estimated based on current interest rates that homeowners in the four CFDs will see reductions in their special tax bill totaling between $80-130 per year for attached units and $155-190 per year for detached units, depending on the size of the residence (approximately 20%). These estimates can change based on the final market conditions at the time the 2024 Authority Bonds are sold. In order to refinance $44.4 million of the 2013 Authority Bonds that are outstanding, the City will need to raise approximately $35.3 million from the sale of the 2024 Authority Bonds. Based on current market conditions, the par amount of the 2024 Authority Bonds is estimated to be $31,845,000, issued with an original issue premium of $3,431,000, and will provide total funding of $35,276,000. The following table provides the anticipated size of the bond issue, including funding of the costs of issuance, use of funds on hand and application of the reserve fund held for the 2013 Authority Bonds to the cost to redeem the 2013 Authority Bonds. Cost of Issuance $ 419,000 Prepay 2013 Authority Bonds 44,621,000 Total Refunding Requirement 45,040,000 Less 2013 Authority Bonds Reserve Fund (5,673,000) Less Special Taxes Available (4,091,000) Total Net Bond Proceeds 35,276,000 Original Issue Premium (3,431,000) Par Amount of Bonds Issued $ 31,845,000 Page 218 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 4 The estimated par amount will be subject to prevailing market conditions at the time of sale. Therefore, a par amount of $31,845,000 is being estimated but the actual issue size may be higher if the 2024 Authority Bonds are priced with a lower original issue premium or with an original issue discount based on investor preference at the time of sale. Professional Services The City Council has previously approved agreements with the Bond Counsel, the Municipal Advisor and the Underwriter for the 2024 Authority Bonds. Authorization Process In order to authorize the issuance of the 2024 Authority Bonds, the City Council and the Authority Board have been presented with resolutions for their consideration. The City Council will act as the legislative body of each CFD. The CFD resolutions each approve the form of the following documents in connection with the financing:  A Local Obligation Indenture of Trust;  A Local Obligation Purchase Agreement;  A Preliminary Official Statement. These documents are attached hereto, in draft form, and may be modified to reflect the terms of the actual sale of the 2024 Authority Bonds. The CFD resolutions each authorize the sale of the 2024 CFD Bonds by the City Manager or Finance Director or other authorized officers, within certain parameters. The par amount of the 2024 CFD Bonds cannot exceed the following amounts: CFD/Improvement Area Par Amount CFD No, 06-I Improvement Area A $12,425,000 CFD No, 06-I Improvement Area B 3,140,000 CFD No, 07-I 11,980,000 CFD No, 08-I 8,190,000 CFD No, 2001-2 4,265,000 In addition, the individual CFD resolutions require that net present value savings resulting from the refunding of each of the 2013 CFD Bonds is not less than 5%, and that the principal and total net interest cost to maturity on the 2024 CFD Bonds is less than principal and total net interest cost to maturity on the 2013 CFD Bonds. The CFD resolutions also approve the distribution of the Preliminary Official Statement relating to the 2024 Authority Bonds. A companion resolution is presented to the Authority Board of Directors for their consideration. The Authority resolution authorizes the sale of the 2024 Authority Bonds by the Authority Executive Director or Chief Financial Officer, or other authorized officers, within certain parameters. These parameters are: (1) the par amount of the bonds cannot exceed $40,000,000, (2) the net present value savings resulting from the Page 219 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 5 refunding of the 2013 Authority Bonds is not less than 5%, and (3) the underwriters’ discount cannot exceed 0.3% of the par amount of the 2024 Authority Bonds. The Authority resolution approves the form of the following documents in connection with the financing:  An Indenture of Trust;  A Bond Purchase Agreement;  A Local Obligation Purchase Agreement;  An Escrow Agreement;  A Continuing Disclosure Agreement; and  A Preliminary Official Statement. These documents are attached hereto, in draft form, and may be modified to reflect the terms of the actual sale of the 2024 Authority Bonds. It is anticipated that the 2024 Authority Bonds will be issued on March 19, 2024 and the 2013 Authority Bonds will be redeemed on April 1, 2024, the first optional redemption date for which notice can be given. Good Faith Estimates In connection with the approval of bonds, California Government Code Section 5852.1 requires that good faith estimates be provided of the principal amount of the bonds to be issued, the true interest cost of the bonds, the finance charge of the bonds, the amount of proceeds to be received and the total payment amount of the bonds. Set forth in the table on the following page are the good faith estimates provided by the Municipal Advisor with respect to the 2024 Authority Bonds and each of the 2024 CFD Bonds. The estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on January 31, 2024. For the purpose of the estimates: Principal Amount of the Bonds means the aggregate principal amount of the bonds to be sold. True Interest Cost of the Bonds means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the bonds. Finance Charge of the Bonds means the sum of all fees and charges paid to third parties (or costs associated with the Bonds). Amount of Proceeds to be Received means the amount of proceeds expected to be received from the sale of the bonds, including original issue premium, less the finance charge of the bonds as described above, paid or funded with proceeds of the bonds. Total Payment Amount means the sum total of all payments the Authority or a CFD will make to pay debt service on the bonds, plus the finance charge for the bonds, as described above, not paid with the respective proceeds of the bonds, calculated to the final maturity of the bonds, together with the sum of annual ongoing costs to administer the bonds not paid with proceeds of the bonds (such as trustee fees). Page 220 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda v . 0 0 4 P a g e | 6 2024 Bonds Issued By Estimated Principal Amount of the Bonds Estimated True Interest Cost of the Bonds Estimated Finance Charge of the Bonds Estimated Amount of Proceeds to be Received Estimated Total Payment Amount CFD 06-I Improvement Area A $ 9,885,000 2.71% $130,000 $10,784,000 $12,193,000 CFD 06-I Improvement Area A 2,495,000 2.71% 33,000 2,749,000 3,159,000 CFD 07-I 9,525,000 2.71% 126,000 10,496,000 12,024,000 CFD 08-I 6,545,000 2.71% 86,000 7,125,000 8,046,000 CFD 2001-2 3,395,000 2.71% 44,000 3,703,000 4,199,000 Authority $31,845,000 2.71% $419,000 $34,857,000 $39,621,000 The payments on the 2024 CFD Bonds will be paid through Special Taxes levied in each CFD and remitted to the Authority, who will in turn pay principal and interest on the 2024 Authority Bonds. Therefore, only the amounts shown for the 2024 Authority Bonds will be paid to third parties. DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found that Mayor McCann has real property holdings within 500 feet of the boundaries of CFD 06-I, which is the subject of this action. Consequently, pursuant to California Code of Regulations Title 2, sections 18700 and 18702.2 (a) (7), this item presents a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.) for the above-identified member. Staff is not independently aware, and has not been informed by City Council members, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT All costs associated with this refinancing are paid from bond proceeds, resulting in no current year fiscal impacts to the General Fund as a result of this action. ONGOING FISCAL IMPACT There are no ongoing fiscal impacts to the General Fund as a result of this action. ATTACHMENTS 1. Authority Indenture of Trust 2. CFD 06-I Improvement Area A Bond Indenture 3. CFD 06-I Improvement Area B Bond Indenture 4. CFD 07-I Bond Indenture 5. CFD 08-I Bond Indenture 6. CFD 2001-2 Bond Indenture Page 221 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda P a g e | 7 7. Bond Purchase Agreement 8. Local Obligations Bond Purchase Agreement 9. Preliminary Official Statement 10. Escrow Agreement 11. Continuing Disclosure Agreement Staff Contact: Sarah Schoen, Director of Finance/Treasurer Page 222 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4862-9064-7194v3/024036-0097 RESOLUTION NO. _____ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP), AUTHORIZING THE ISSUANCE OF ITS IMPROVEMENT AREA A 2024 SPECIAL TAX REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED TWELVE MILLION FOUR HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($12,425,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Chula Vista (the “City”), located in the County of San Diego, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”); and WHEREAS, the District is authorized to finance and refinance certain public facilities and other governmental facilities that are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District (the “Facilities”); and WHEREAS, the District has previously issued its $23,600,000 Improvement Area A Special Tax Refunding Bonds, Series 2013 (the “Prior Bonds”) to refinance certain Facilities in connection with the issuance by the Chula Vista Municipal Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and WHEREAS, the legislative body of the District now desires to refund the outstanding Prior Bonds and effect a simultaneous refunding of the Prior Authority Bonds through the issuance of bonds in an aggregate principal amount not to exceed $12,425,000 designated as the “City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds” (the “2024 Bonds”); and WHEREAS, in order to effect the issuance of the 2024 Bonds, the legislative body of the District desires to enter into a Bond Indenture relating to the 2024 Bonds (the “Local Obligation Bond Indenture”), with Wilmington Trust, National Association, as trustee, in substantially the form presented herewith; and WHEREAS, the legislative body of the District has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2024 Bonds to the Authority in accordance with the terms of the Local Obligations Purchase Agreement to be entered into by and among the Authority, the District and certain other community facilities districts of the City participating in Page 223 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda the financing (the “Bond Purchase Agreement”) approved as to form by this legislative body herein will result in a lower overall cost to the District than a public sale; and WHEREAS, the Authority will issue its bonds (the “Authority Bonds”) to provide funds for its purchase of the 2024 Bonds; and WHEREAS, the District has determined to adopt the City’s Debt Policy (Policy No. 220 - 05), as amended, supplemented and restated from time to time, as the debt policy of the District. NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF THE DISTRICT, DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The legislative body of the District is authorized pursuant to the Act to issue the 2024 Bonds for the benefit of the District for purposes set forth herein and to take the necessary steps to refund and redeem the Prior Bonds. Section 3. The issuance of the 2024 Bonds in an aggregate principal amount not to exceed $12,425,000 is hereby authorized with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the 2024 Bonds. The 2024 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 6 hereof. The 2024 Bonds shall be governed by the terms and conditions of the Local Obligation Bond Indenture presented at this meeting. The Local Obligation Bond Indenture shall be prepared by Bond Counsel to the District and executed by one or more of the Mayor, the City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, and their written designees (collectively, the “Authorized Officers”) substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 6 hereof, to conform any provisions therein to the Bond Purchase Agreement and the Official Statement for the Authority Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Local Obligation Bond Indenture by one or more Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Local Obligation Bond Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) it is anticipated that the purchase of the 2024 Bonds will occur on or about March 19, 2024, (2) the 2024 Bonds shall bear the date, be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Local Obligation Bond Indenture, (3) the 2024 Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing the 2024 Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c). Page 224 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4862-9064-7194v3/024036-0097 In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2024 Bonds shall be used to reduce special taxes of the District for Improvement Area A in accordance with the Act. Section 4. The 2024 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City, and attested with the manual or facsimile signature of the City Clerk. Wilmington Trust, National Association is hereby appointed to act as trustee for the 2024 Bonds. Section 5. The covenants set forth in the Local Obligation Bond Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by the District and its officers. Section 6. The form of the Bond Purchase Agreement presented herewith is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of the District, to execute the Bond Purchase Agreement substantially in the form approved, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2024 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the interest rate on the 2024 Bonds is such that the principal and total net interest cost to maturity on the 2024 Bonds is less than the principal and total net interest cost to maturity on the Prior Bonds; and (ii) the net present value savings resulting from the refunding of the Prior Bonds is not less than five percent (5.00%) of the principal amount of the 2024 Bonds. Section 7. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereb y approved, and the underwriter of the Authority Bonds is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. The underwriter of the Authority Bonds is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof. Section 8. In accordance with the requirements of Section 53345.8 of the Act, the legislative body of the District hereby determines that the assessed value of the real property in Improvement Area A of the District subject to the special tax to pay debt service on the 2024 Bonds is at least three times the principal amount of the 2024 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within Improvement Area A of the District. Page 225 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Section 9. Each of the Authorized Officers are authorized, but not required, to cooperate with the Authority so that the Authority may obtain a rating of the Authority Bonds from a nationally recognized rating service and to obtain a municipal bond insurance policy guaranteeing payment of principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to revise any of the documents referenced herein, or any related documents, to incorporate any provisions required in order to obtain such a municipal bond insurance policy and/or a debt service reserve policy. Section 10. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to provide for all services necessary to effect the issuance of the 2024 Bonds. Such services shall include, but not be limited to, obtaining legal services, trustee services and any other services deemed appropriate. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to pay for the cost of such services, together with other costs of issuance from 2024 Bond proceeds, including premium costs for a municipal bond insurance policy and for a debt service reserve policy. Section 11. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk and all other officers of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2024 Bonds in accordance with the provisions of this Resolution, the fulfillment of the purposes of the 2024 Bonds as described in the Local Obligation Bond Indenture, including, but not limited to modifying the documents approved by this Resolution to reflect any provisions required by the bond insurer for the Authority Bonds, if any, certifying as to the accuracy of information in the Preliminary Official Statement and the final Official Statement relating to the District and executing and delivering any amendments to the documents for the Prior Bonds. In the event that no policy and/or reserve fund surety bond is obtained for the Authority Bonds, the Authorized Officers are authorized to delete the related provisions in the documents approved by this Resolution, as necessary. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 12. The District hereby adopts the City’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the District pursuant to California Government Code Section 8855. Section 13. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 14. This Resolution shall take effect immediately upon its adoption. Page 226 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4862-9064-7194v3/024036-0097 Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 227 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4865-4737-7050v3/024036-0097 RESOLUTION NO. _____ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP), AUTHORIZING THE ISSUANCE OF ITS IMPROVEMENT AREA B 2024 SPECIAL TAX REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED THREE MILLION ONE HUNDRED FORTY THOUSAND DOLLARS ($3,140,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Chula Vista (the “City”), located in the County San Diego, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”); and WHEREAS, the District is authorized to finance and refinance certain public facilities and other governmental facilities that are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District (the “Facilities”); and WHEREAS, the District has previously issued its $5,270,000 Improvement Area B Special Tax Refunding Bonds, Series 2013 (the “Prior Bonds”) to refinance certain Facilities in connection with the issuance by the Chula Vista Municipal Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and WHEREAS, the legislative body of the District now desires to refund the outstanding Prior Bonds and effect a simultaneous refunding of the Prior Authority Bonds through the issuance of bonds in an aggregate principal amount not to exceed $3,140,000 designated as the “City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds” (the “2024 Bonds”); and WHEREAS, in order to effect the issuance of the 2024 Bonds, the legislative body of the District desires to enter into a Bond Indenture relating to the 2024 Bonds (the “Local Obligation Bond Indenture”), with Wilmington Trust, National Association, as trustee, in substantially the form presented herewith; and WHEREAS, the legislative body of the District has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2024 Bonds to the Authority in accordance with the terms of the Local Obligations Purchase Agreement to be entered into by and among the Authority, the District and certain other community facilities districts of the City participating in Page 228 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4865-4737-7050v3/024036-0097 the financing (the “Bond Purchase Agreement”) approved as to form by this legislative body herein will result in a lower overall cost to the District than a public sale; and WHEREAS, the Authority will issue its bonds (the “Authority Bonds”) to provide funds for its purchase of the 2024 Bonds. NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF THE DISTRICT, DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The legislative body of the District is authorized pursuant to the Act to issue the 2024 Bonds for the benefit of the District for purposes set forth herein and to take the necessary steps to refund and redeem the Prior Bonds. Section 3. The issuance of the 2024 Bonds in an aggregate principal amount not to exceed $3,140,000 is hereby authorized with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the 2024 Bonds. The 2024 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 6 hereof. The 2024 Bonds shall be governed by the terms and conditions of the Local Obligation Bond Indenture presented at this meeting. The Local Obligation Bond Indenture shall be prepared by Bond Counsel to the District and executed by one or more of the Mayor, the City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, and their written designees (collectively, the “Authorized Officers”) substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 6 hereof, to conform any provisions therein to the Bond Purchase Agreement and the Official Statement for the Authority Bonds. Approval of such changes shall be conclusively evidenced by the execution and deli very of the Local Obligation Bond Indenture by one or more Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Local Obligation Bond Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) it is anticipated that the purchase of the 2024 Bonds will occur on or about March 19, 2024, (2) the 2024 Bonds shall bear the date, be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Local Obligation Bond Indenture, (3) the 2024 Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing the 2024 Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c). In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2024 Page 229 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4865-4737-7050v3/024036-0097 Bonds shall be used to reduce special taxes of the District for Improvement Area B in accordance with the Act. Section 4. The 2024 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City, and attested with the manual or facsimile signature of the City Clerk. Wilmington Trust, National Association is hereby appointed to act as trustee for the 2024 Bonds. Section 5. The covenants set forth in the Local Obligation Bond Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by the District and its officers. Section 6. The form of the Bond Purchase Agreement presented herewith is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of the District, to execute the Bond Purchase Agreement substantially in the form approved, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2024 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the interest rate on the 2024 Bonds is such that the principal and total net interest cost to maturity on the 2024 Bonds is less than the principal and total net interest cost to maturity on the Prior Bonds; and (ii) the net present value savings resulting from the refunding of the Prior Bonds is not less than five percent (5.00%) of the principal amount of the 2024 Bonds. Section 7. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereb y approved, and the underwriter of the Authority Bonds is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. The underwriter of the Authority Bonds is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof. Section 8. In accordance with the requirements of Section 53345.8 of the Act, the legislative body of the District hereby determines that the assessed value of the real property in Improvement Area B of the District subject to the special tax to pay debt service on the 2024 Bonds is at least three times the principal amount of the 2024 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within Improvement Area B of the District. Section 9. Each of the Authorized Officers are authorized, but not required, to cooperate with the Authority so that the Authority may obtain a rating of the Authority Bonds from Page 230 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4865-4737-7050v3/024036-0097 a nationally recognized rating service and to obtain a municipal bond insurance policy guaranteeing payment of principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to revise any of the documents referenced herein, or any related documents, to incorporate any provisions required in order to obtain such a municipal bond insurance policy and/or a debt service reserve policy. Section 10. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to provide for all services necessary to effect the issuance of the 2024 Bonds. Such services shall include, but not be limited to, obtaining legal services, trustee services and any other services deemed appropriate. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to pay for the cost of such services, together with other costs of issuance from 2024 Bond proceeds, including premium costs for a municipal bond insurance policy and for a debt service reserve policy. Section 11. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk and all other officers of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2024 Bonds in accordance with the provisions of this Resolution, the fulfillment of the purposes of the 2024 Bonds as described in the Local Obligation Bond Indenture, including, but not limited to modifying the documents approved by this Resolution to reflect any provisions required by the bond insurer for the Authority Bonds, if any, certifying as to the accuracy of information in the Preliminary Official Statement and the final Official Statement relating to the District and executing and delivering any amendments to the documents for the Prior Bonds. In the event that no policy and/or reserve fund surety bond is obtained for the Authority Bonds, the Authorized Officers are authorized to delete the related provisions in the documents approved by this Resolution, as necessary. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 12. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 13. This Resolution shall take effect immediately upon its adoption. Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 231 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4869-8581-2890v3/024036-0097 RESOLUTION NO. _____ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN), AUTHORIZING THE ISSUANCE OF ITS 2024 SPECIAL TAX REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED ELEVEN MILLION NINE HUNDRED EIGHTY THOUSAND DOLLARS ($11,980,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Chula Vista (the “City”), located in the County San Diego, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”); and WHEREAS, the District is authorized to finance and refinance certain public facilities and other governmental facilities that are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District (the “Facilities”); and WHEREAS, the District has previously issued its $19,480,000 Special Tax Refunding Bonds, Series 2013 (the “Prior Bonds”) to refinance certain Facilities in connection with the issuance by the Chula Vista Municipal Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and WHEREAS, the legislative body of the District now desires to refund the outstanding Prior Bonds and effect a simultaneous refunding of the Prior Authority Bonds through the issuance of bonds in an aggregate principal amount not to exceed $11,980,000 designated as the “City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds” (the “2024 Bonds”); and WHEREAS, in order to effect the issuance of the 2024 Bonds, the legislative body of the District desires to enter into a Bond Indenture relating to the 2024 Bonds (the “Local Obligation Bond Indenture”), with Wilmington Trust, National Association, as trustee, in substantially the form presented herewith; and WHEREAS, the legislative body of the District has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2024 Bonds to the Authority in accordance with the terms of the Local Obligations Purchase Agreement to be entered into by and among the Authority, the District and certain other community facilities districts of the City participating in the financing (the “Bond Purchase Agreement”) approved as to form by this legislative body herein will result in a lower overall cost to the District than a public sale; and Page 232 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4869-8581-2890v3/024036-0097 WHEREAS, the Authority will issue its bonds (the “Authority Bonds”) to provide funds for its purchase of the 2024 Bonds; and WHEREAS, the District has determined to adopt the City’s Debt Policy (Policy No. 220 - 05), as amended, supplemented and restated from time to time, as the debt policy of the District. NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF THE DISTRICT, DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The legislative body of the District is authorized pursuant to the Act to issue the 2024 Bonds for the benefit of the District for purposes set forth herein and to take the necessary steps to refund and redeem the Prior Bonds. Section 3. The issuance of the 2024 Bonds in an aggregate principal amount not to exceed $11,980,000 is hereby authorized with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the 2024 Bonds. The 2024 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 6 hereof. The 2024 Bonds shall be governed by the terms and conditions of the Local Obligation Bond Indenture presented at this meeting. The Local Obligation Bond Indenture shall be prepared by Bond Counsel to the District and executed by one or more of the Mayor, the City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, and their written designees (collectively, the “Authorized Officers”) substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 6 hereof, to conform any provisions therein to the Bond Purchase Agreement and the Official Statement for the Authority Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Local Obligation Bond Indenture by one or more Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Local Obligation Bond Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) it is anticipated that the purchase of the 2024 Bonds will occur on or about March 19, 2024, (2) the 2024 Bonds shall bear the date, be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Local Obligation Bond Indenture, (3) the 2024 Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing the 2024 Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c). Page 233 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4869-8581-2890v3/024036-0097 In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2024 Bonds shall be used to reduce special taxes of the District in accordance with the Act. Section 4. The 2024 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City, and attested with the manual or facsimile signature of the City Clerk. Wilmington Trust, National Association is hereby appointed to act as trustee for the 2024 Bonds. Section 5. The covenants set forth in the Local Obligation Bond Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by the District and its officers. Section 6. The form of the Bond Purchase Agreement presented herewith is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of the District, to execute the Bond Purchase Agreement substantially in the form approved, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes relating to dates and numbers as are necessar y to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2024 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the interest rate on the 2024 Bonds is such that the principal and total net interest cost to maturity on the 2024 Bonds is less than the principal and total net interest cost to maturity on the Prior Bonds; and (ii) the net present value savings resulting from the refunding of the Prior Bonds is not less than five percent (5.00%) of the principal amount of the 2024 Bonds. Section 7. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereb y approved, and the underwriter of the Authority Bonds is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. The underwriter of the Authority Bonds is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof. Section 8. In accordance with the requirements of Section 53345.8 of the Act, the legislative body of the District hereby determines that the assessed value of the real property in the District subject to the special tax to pay debt service on the 2024 Bonds is at least three times the principal amount of the 2024 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District. Page 234 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4869-8581-2890v3/024036-0097 Section 9. Each of the Authorized Officers are authorized, but not required, to cooperate with the Authority so that the Authority may obtain a rating of the Authority Bonds from a nationally recognized rating service and to obtain a municipal bond insurance policy guaranteeing payment of principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to revise any of the documents referenced herein, or any related documents, to incorporate any provisions required in order to obtain such a municipal bond insurance policy and/or a debt service reserve policy. Section 10. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to provide for all services necessary to effect the issuance of the 2024 Bonds. Such services shall include, but not be limited to, obtaining legal services, trustee services and any other services deemed appropriate. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to pay for the cost of such services, together with other costs of issuance from 2024 Bond proceeds, including premium costs for a municipal bond insurance policy and for a debt service reserve policy. Section 11. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk and all other officers of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2024 Bonds in accordance with the provisions of this Resolution, the fulfillment of the purposes of the 2024 Bonds as described in the Local Obligation Bond Indenture, including, but not limited to modifying the documents approved by this Resolution to reflect any provisions required by the bond insurer for the Authority Bonds, if any, certifying as to the accuracy of information in the Preliminary Official Statement and the final Official Statement relating to the District and executing and delivering any amendments to the documents for the Prior Bonds. In the event that no policy and/or reserve fund surety bond is obtained for the Authority Bonds, the Authorized Officers are authorized to delete the related provisions in the documents approved by this Resolution, as necessary. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 12. The District hereby adopts the City’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the District pursuant to California Government Code Section 8855. Section 13. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 14. This Resolution shall take effect immediately upon its adoption. Page 235 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4869-8581-2890v3/024036-0097 Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 236 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4892-2550-6714v3/024036-0097 RESOLUTION NO. _____ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX), AUTHORIZING THE ISSUANCE OF ITS 2024 SPECIAL TAX REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED EIGHT MILLION ONE HUNDRED NINETY THOUSAND DOLLARS ($8,190,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Chula Vista (the “City”), located in the County San Diego, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”); and WHEREAS, the District is authorized to finance and refinance certain public facilities and other governmental facilities that are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District (the “Facilities”); and WHEREAS, the District has previously issued its $16,345,000 Special Tax Refunding Bonds, Series 2013 (the “Prior Bonds”) to refinance certain Facilities in connection with the issuance by the Chula Vista Municipal Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and WHEREAS, the legislative body of the District now desires to refund the outstanding Prior Bonds and effect a simultaneous refunding of the Prior Authority Bonds through the issuance of bonds in an aggregate principal amount not to exceed $8,190,000 designated as the “City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds” (the “2024 Bonds”); and WHEREAS, in order to effect the issuance of the 2024 Bonds, the legislative body of the District desires to enter into a Bond Indenture relating to the 2024 Bonds (the “Local Obligation Bond Indenture”), with Wilmington Trust, National Association, as trustee, in substantially the form presented herewith; and WHEREAS, the legislative body of the District has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2024 Bonds to the Authority in accordance with the terms of the Local Obligations Purchase Agreement to be entered into by and among the Authority, the District and certain other community facilities districts of the City participating in the financing (the “Bond Purchase Agreement”) approved as to form by this legislative body herein will result in a lower overall cost to the District than a public sale; and Page 237 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4892-2550-6714v3/024036-0097 WHEREAS, the Authority will issue its bonds (the “Authority Bonds”) to provide funds for its purchase of the 2024 Bonds; and WHEREAS, the District has determined to adopt the City’s Debt Policy (Policy No. 220 - 05), as amended, supplemented and restated from time to time, as the debt policy of the District. NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF THE DISTRICT, DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The legislative body of the District is authorized pursuant to the Act to issue the 2024 Bonds for the benefit of the District for purposes set forth herein and to take the necessary steps to refund and redeem the Prior Bonds. Section 3. The issuance of the 2024 Bonds in an aggregate principal amount not to exceed $8,190,000 is hereby authorized with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the 2024 Bonds. The 2024 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 6 hereof. The 2024 Bonds shall be governed by the terms and conditions of the Local Obligation Bond Indenture presented at this meeting. The Local Obligation Bond Indenture shall be prepared by Bond Counsel to the District and executed by one or more of the Mayor, the City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, and their written designees (collectively, the “Authorized Officers”) substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 6 hereof, to conform any provisions therein to the Bond Purchase Agreement and the Official Statement for the Authority Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Local Obligation Bond Indenture by one or more Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Local Obligation Bond Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) it is anticipated that the purchase of the 2024 Bonds will occur on or about March 19, 2024, (2) the 2024 Bonds shall bear the date, be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Local Obligation Bond Indenture, (3) the 2024 Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing the 2024 Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c). Page 238 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4892-2550-6714v3/024036-0097 In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2024 Bonds shall be used to reduce special taxes of the District in accordance with the Act. Section 4. The 2024 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City, and attested with the manual or facsimile signature of the City Clerk. Wilmington Trust, National Association is hereby appointed to act as trustee for the 2024 Bonds. Section 5. The covenants set forth in the Local Obligation Bond Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by the District and its officers. Section 6. The form of the Bond Purchase Agreement presented herewith is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of the District, to execute the Bond Purchase Agreement substantially in the form approved, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2024 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the interest rate on the 2024 Bonds is such that the principal and total net interest cost to maturity on the 2024 Bonds is less than the principal and total net interest cost to maturity on the Prior Bonds; and (ii) the net present value savings resulting from the refunding of the Prior Bonds is not less than five percent (5.00%) of the principal amount of the 2024 Bonds. Section 7. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereb y approved, and the underwriter of the Authority Bonds is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. The underwriter of the Authority Bonds is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof. Section 8. In accordance with the requirements of Section 53345.8 of the Act, the legislative body of the District hereby determines that the assessed value of the real property in the District subject to the special tax to pay debt service on the 2024 Bonds is at least three times the principal amount of the 2024 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District. Page 239 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4892-2550-6714v3/024036-0097 Section 9. Each of the Authorized Officers are authorized, but not required, to cooperate with the Authority so that the Authority may obtain a rating of the Authority Bonds from a nationally recognized rating service and to obtain a municipal bond insurance policy guaranteeing payment of principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to revise any of the documents referenced herein, or any related documents, to incorporate any provisions required in order to obtain such a municipal bond insurance policy and/or a debt service reserve policy. Section 10. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to provide for all services necessary to effect the issuance of the 2024 Bonds. Such services shall include, but not be limited to, obtaining legal services, trustee services and any other services deemed appropriate. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to pay for the cost of such services, together with other costs of issuance from 2024 Bond proceeds, including premium costs for a municipal bond insurance policy and for a debt service reserve policy. Section 11. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk and all other officers of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2024 Bonds in accordance with the provisions of this Resolution, the fulfillment of the purposes of the 2024 Bonds as described in the Local Obligation Bond Indenture, including, but not limited to modifying the documents approved by this Resolution to reflect any provisions required by the bond insurer for the Authority Bonds, if any, certifying as to the accuracy of information in the Preliminary Official Statement and the final Official Statement relating to the District and executing and delivering any amendments to the documents for the Prior Bonds. In the event that no policy and/or reserve fund surety bond is obtained for the Authority Bonds, the Authorized Officers are authorized to delete the related provisions in the documents approved by this Resolution, as necessary. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 12. The District hereby adopts the City’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the District pursuant to California Government Code Section 8855. Section 13. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 14. This Resolution shall take effect immediately upon its adoption. Page 240 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4892-2550-6714v3/024036-0097 Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 241 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4883-2091-3306v3/024036-0097 RESOLUTION NO. _____ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN – OTAY RANCH – VILLAGE SIX), AUTHORIZING THE ISSUANCE OF ITS 2024 SPECIAL TAX REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED FOUR MILLION TWO HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($4,265,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City Council of the City of Chula Vista (the “City”), located in the County San Diego, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”); and WHEREAS, the District is authorized to finance and refinance certain public facilities and other governmental facilities that are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District (the “Facilities”); and WHEREAS, the District has previously issued its $7,405,000 Special Tax Refunding Bonds, Series 2013 (the “Prior Bonds”) to refinance certain Facilities in connection with the issuance by the Chula Vista Municipal Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and WHEREAS, the legislative body of the District now desires to refund the outstanding Prior Bonds and effect a simultaneous refunding of the Prior Authority Bonds through the issuance of bonds in an aggregate principal amount not to exceed $4,265,000 designated as the “City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six) 2024 Special Tax Refunding Bonds” (the “2024 Bonds”); and WHEREAS, in order to effect the issuance of the 2024 Bonds, the legislative body of the District desires to enter into a Bond Indenture relating to the 2024 Bonds (the “Local Obligation Bond Indenture”), with Wilmington Trust, National Association, as trustee, in substantially the form presented herewith; and WHEREAS, the legislative body of the District has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2024 Bonds to the Authority in accordance with the terms of the Local Obligations Purchase Agreement to be entered into by and among the Authority, the District and certain other community facilities districts of the City participating in the financing (the “Bond Purchase Agreement”) approved as to form by this legislative body herein will result in a lower overall cost to the District than a public sale; and Page 242 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4883-2091-3306v3/024036-0097 WHEREAS, the Authority will issue its bonds (the “Authority Bonds”) to provide funds for its purchase of the 2024 Bonds; and WHEREAS, the District has determined to adopt the City’s Debt Policy (Policy No. 220- 05), as amended, supplemented and restated from time to time, as the debt policy of the District. NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF THE DISTRICT, DOES HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS: Section 1. Each of the above recitals is true and correct. Section 2. The legislative body of the District is authorized pursuant to the Act to issue the 2024 Bonds for the benefit of the District for purposes set forth herein and to take the necessary steps to refund and redeem the Prior Bonds. Section 3. The issuance of the 2024 Bonds in an aggregate principal amount not to exceed $4,265,000 is hereby authorized with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 6 below. The legislative body of the District hereby determines that it is prudent in the management of its fiscal affairs to issue the 2024 Bonds. The 2024 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 6 hereof. The 2024 Bonds shall be governed by the terms and conditions of the Local Obligation Bond Indenture presented at this meeting. The Local Obligation Bond Indenture shall be prepared by Bond Counsel to the District and executed by one or more of the Mayor, the City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, and their written designees (collectively, the “Authorized Officers”) substantially in the form presented at this meeting, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 6 hereof, to conform any provisions therein to the Bond Purchase Agreement and the Official Statement for the Authority Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Local Obligation Bond Indenture by one or more Authorized Officers. Capitalized terms used in this Resolution which are not defined herein have the meanings ascribed to them in the Local Obligation Bond Indenture. In satisfaction of the requirements contained in Section 53363.2 of the Act, the legislative body of the District hereby determines that: (1) it is anticipated that the purchase of the 2024 Bonds will occur on or about March 19, 2024, (2) the 2024 Bonds shall bear the date, be in the denominations, have the maturity dates (which do not exceed the latest maturity date of the Prior Bonds), and be payable at the place and be in the form specified in the Local Obligation Bond Indenture, (3) the 2024 Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing the 2024 Bonds, as defined by Section 53363.8 of the Act, shall include all of the costs specified in Section 53363.8(a), (b)(2) and (c). Page 243 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4883-2091-3306v3/024036-0097 In satisfaction of the requirements contained in Section 53364.2 of the Act, the legislative body of the District hereby determines that any savings achieved through the issuance of the 2024 Bonds shall be used to reduce special taxes of the District in accordance with the Act. Section 4. The 2024 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City, and attested with the manual or facsimile signature of the City Clerk. Wilmington Trust, National Association is hereby appointed to act as trustee for the 2024 Bonds. Section 5. The covenants set forth in the Local Obligation Bond Indenture to be executed in accordance with Section 3 above are hereby approved, shall be deemed to be covenants of the City Council in its capacity as the legislative body of the District and shall be complied with by the District and its officers. Section 6. The form of the Bond Purchase Agreement presented herewith is hereby approved; and any one of the Authorized Officers is hereby authorized and directed, for and in the name of the District, to execute the Bond Purchase Agreement substantially in the form approved, with such additions thereto and changes therein as may be approved or required by an Authorized Officer, including changes relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2024 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the interest rate on the 2024 Bonds is such that the principal and total net interest cost to maturity on the 2024 Bonds is less than the principal and total net interest cost to maturity on the Prior Bonds; and (ii) the net present value savings resulting from the refunding of the Prior Bonds is not less than five percent (5.00%) of the principal amount of the 2024 Bonds. Section 7. The form of the Preliminary Official Statement for the Authority Bonds presented at this meeting is hereb y approved, and the underwriter of the Authority Bonds is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary or desirable by the Authorized Officers, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. The underwriter of the Authority Bonds is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof. Section 8. In accordance with the requirements of Section 53345.8 of the Act, the legislative body of the District hereby determines that the assessed value of the real property in the District subject to the special tax to pay debt service on the 2024 Bonds is at least three times the principal amount of the 2024 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District. Page 244 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4883-2091-3306v3/024036-0097 Section 9. Each of the Authorized Officers are authorized, but not required, to cooperate with the Authority so that the Authority may obtain a rating of the Authority Bonds from a nationally recognized rating service and to obtain a municipal bond insurance policy guaranteeing payment of principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to revise any of the documents referenced herein, or any related documents, to incorporate any provisions required in order to obtain such a municipal bond insurance policy and/or a debt service reserve policy. Section 10. The City Manager, the Assistant City Manager, the Deputy City M anager, the Finance Director, the City Clerk or their written designee, are authorized to provide for all services necessary to effect the issuance of the 2024 Bonds. Such services shall include, but not be limited to, obtaining legal services, trustee services and any other services deemed appropriate. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk or their written designee, are authorized to pay for the cost of such services, together with other costs of issuance from 2024 Bond proceeds, including premium costs for a municipal bond insurance policy and for a debt service reserve policy. Section 11. The City Manager, the Assistant City Manager, the Deputy City Manager, the Finance Director, the City Clerk and all other officers of the City are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2024 Bonds in accordance with the provisions of this Resolution, the fulfillment of the purposes of the 2024 Bonds as described in the Local Obligation Bond Indenture, including, but not limited to modifying the documents approved by this Resolution to reflect any provisions required by the bond insurer for the Authority Bonds, if any, certifying as to the accuracy of information in the Preliminary Official Statement and the final Official Statement relating to the District and executing and delivering any amendments to the documents for the Prior Bonds. In the event that no policy and/or reserve fund surety bond is obtained for the Authority Bonds, the Authorized Officers are authorized to delete the related provisions in the documents approved by this Resolution, as necessary. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk. Section 12. The District hereby adopts the City’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the District pursuant to California Government Code Section 8855. Section 13. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 14. This Resolution shall take effect immediately upon its adoption. Page 245 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4883-2091-3306v3/024036-0097 Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 246 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4886-2431-7594v3/024036-0097 RESOLUTION NO. MFA - _______ RESOLUTION OF THE BOARD OF DIRECTORS OF THE CHULA VISTA MUNICIPAL FINANCING AUTHORITY, AUTHORIZING THE ISSUANCE OF ITS LOCAL AGENCY REVENUE REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED FORTY MILLION DOLLARS ($40,000,000) AND APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Chula Vista Municipal Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for capital improvements of member entities of the Authority and other local agencies; and WHEREAS, City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (“CFD No. 06-I”) previously issued the $23,600,000 City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAA Bonds”) in connection with the issuance of the Authority’s Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”); and WHEREAS, CFD No. 06-I previously issued the $5,270,000 City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAB Bonds”) in connection with the issuance of the Prior Authority Bonds; and WHEREAS, City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) previously issued the $19,480,000 City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 07-I Bonds”) in connection with the issuance of the Prior Authority Bonds; and WHEREAS, City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) previously issued the $16,345,000 City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 08-I Bonds”) in connection with the issuance of the Prior Authority Bonds; and WHEREAS, City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) (“CFD No. 2001-2,” together with CFD No. 06-I, CFD No. 07-I and CFD No. 08-I, the “Community Facilities Districts”) previously issued the $7,405,000 City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 2001-2 Bonds” and, together with Page 247 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4886-2431-7594v3/024036-0097 the Prior CFD No. 06-I IAA Bonds, the Prior CFD No. 06-I IAB Bonds, the Prior CFD No. 07-I Bonds, and the Prior CFD No. 08-I Bonds, the “Prior CFD Bonds”); and WHEREAS, as a result of favorable conditions in the municipal bond market, the Authority and each of the Community Facilities Districts desire to refund the Prior Authority Bonds and the Prior CFD Bonds; and WHEREAS, the Authority, for the purpose of acquiring special tax refunding bonds of each of the Community Facilities Districts (which, with respect to CFD No. 06-I, includes the special tax refunding obligations for Improvement Area A and Improvement Area B therein) (collectively, the “Local Obligations”), the proceeds of which will be utilized to defease and refund the Prior CFD Bonds and the Prior Authority Bonds, has determined to issue its Local Agency Revenue Refunding Bonds, Series 2024 (the “Authority Bonds”) pursuant to and secured by the Indenture (as defined below) providing for the issuance of the Authority Bonds, all in the manner provided therein; and WHEREAS, the Authority Bonds will be secured by debt service payments paid with respect to the Local Obligations, the payment of which will be secured by special tax liens on taxable property within the respective Community Facilities Districts or improvement areas therein, as applicable; and WHEREAS, for this financing there has been filed with the Secretary of the Board of Directors of the Authority the forms of the following documents to be executed by the Authority with respect to the issuance of the Authority Bonds, which documents the Board desires to approve for execution as described herein: (1) The Indenture of Trust (the “Indenture”), relating to the Authority Bonds, by and between the Authority and Wilmington Trust, National Association, as trustee; (2) The Bond Purchase Agreement, to be dated the date of sale, by and between Raymond James & Associates, Inc., as underwriter (the “Underwriter”) and the Authority (the “Bond Purchase Agreement”); (3) The Local Obligations Bond Purchase Agreement, to be dated the date of sale, by and among the Authority and the Community Facilities Districts (the “Local Bond Purchase Agreement”); (4) The Preliminary Official Statement for the Authority Bonds (the “Preliminary Official Statement”); (5) The Escrow Agreement (the “Escrow Agreement”) relating to the refunding of the Prior Authority Bonds, by and between the Authority and Wilmington Trust, National Association, as escrow agent; and (6) The Continuing Disclosure Agreement by and between the Authority and the dissemination agent thereunder (the “Continuing Disclosure Agreement”) (the documents described in (1) through (5) above and the Continuing Disclosure Agreement are collectively referred to herein as the “Authority Documents”). Page 248 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4886-2431-7594v3/024036-0097 WHEREAS, the Authority has determined to adopt the City of Chula Vista’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the Authority. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CHULA VISTA MUNICIPAL FINANCING AUTHORITY, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Each of the above recitals is true and correct and is adopted by the Board of Directors. Section 2. The Authority Bonds shall be issued in an aggregate principal amount not to exceed $40,000,000 with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 4 below. The Authority Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the Authority in accordance with Section 4 below. The Authority Bonds shall be issued under the terms of the Indenture, the form of which is on file with the Secretary of the Board of Directors. The form of the Indenture presented at this meeting is hereby approved and each of the Chair and the Vice Chair of the Board of Directors, the Executive Director and the Chief Financial Officer, or their respective written designees (collectively, the “Authorized Officers”), is hereby authorized to execute the Indenture, in the form hereby approved, with such additions thereto and changes therein as the officer or officers executing the same deem necessary to accomplish the issuance of the Authority Bonds as contemplated by this Resolution. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by one or more of such Authorized Officers. Section 3. The Authority Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chair of the Board of Directors or the Executive Director and attested with the manual or facsimile signature of the Secretary of the Board of Directors. Wilmington Trust, National Association is hereby appointed to act as the trustee for the Authority Bonds under the Indenture. If the Executive Director determines at any time while the Authority Bonds are outstanding that another bank should be selected to act as trustee for the Authority Bonds, in order to ensure the efficient administration of the Authority Bonds, then the Executive Director, or the designee thereof, is hereby authorized and directed to select and engage a bank or trust company meeting the requirements set forth in the Indenture to act as the trustee for the Authority Bonds under the terms of the Indenture. Section 4. The form of the Bond Purchase Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement in the form so approved, with such additions thereto and changes therein as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Authority Bonds as of the sale date or to cure any defect or ambiguity therein. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or more of such Authorized Officers; provided, however, that the Bond Purchase Agreement shall be signed only if: (i) the Underwriter’s discount (exclusive of original issue discount) does not exceed 0.30% of the principal amount of the Authority Bonds and (ii) the net present value savings resulting from the refunding of the Prior Page 249 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4886-2431-7594v3/024036-0097 Bonds is not less than five percent (5.00%) of the principal amount of the Authority Bonds. Each of the Executive Director, the Chief Financial Officer and their written designees is authorized to determine the day on which the Authority Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the Authority and may reject any terms presented by the Underwriter to the Authority if determined not to be in the best interest of the Authority. Section 5. The form of the Local Bond Purchase Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is hereby authorized to execute the Local Bond Purchase Agreement in the form so approved, with such additions thereto and changes therein as are necessary to conform the Local Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Local Obligations as of the sale date or to cure any defect or ambiguity therein. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Local Bond Purchase Agreement by one or more of such officers. Section 6. The form of the Continuing Disclosure Agreement presented at this meeting is hereby approved; and each of the Authorized Officers is authorized to execute the Continuing Disclosure Agreement in the form hereby approved, with such additions thereto and changes therein as the officers executing the same deem necessary to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission and to cure any ambiguity or defect therein. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement by one or more of such officers. Section 7. The form of the Preliminary Official Statement presented at this meeting is hereby approved; and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Authority Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Executive Director, the Chief Financial Officer of the Authority, or the designee thereof, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, as amended, including, but not limited to, such additions and changes as are necessary to make the information therein accurate and not misleading. Each of the Authorized Officers is hereby authorized to execute a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Executive Director or the Chief Financial Officer of the Authority, or the designee thereof, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the Authority Bonds and any supplement thereto to the purchasers thereof upon its execution on behalf of the Authority as described above. Section 8. The Authorized Officers are hereby appointed as the authorized officers of the Authority for all purposes required to effect the issuance of the Authority Bonds and are hereby authorized, empowered, and directed, jointly and severally, to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the foregoing actions. Section 9. Each of the Authorized Officers is authorized, but not required, to obtain a rating of the Authority Bonds from a nationally recognized rating service. Each of the Executive Director and the Chief Financial Officer, or their respective designees, acting alone, is hereby authorized to negotiate the terms of a commitment (the “Insurance Commitment”) for bond Page 250 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4886-2431-7594v3/024036-0097 insurance for some or all of the Authority Bonds and a commitment for a reserve fund surety bond (the “Surety Commitment”) for all or a portion of the Reserve Fund (as defined in the Indenture) from one or more municipal bond insurance companies (an “Insurer”) and, if such officer determines that the acquisition either of a policy or a reserve fund surety bond, or both, from an Insurer will result in net interest rate savings or will result in more annual debt service savings, to pay the premiums for such policy and surety bond from the proceeds of the Authority Bonds and to amend the Authority Documents to the extent necessary to conform to the terms of the Insurance Commitment and the Surety Commitment. Each of the Authorized Officers, acting alone, is further authorized to execute a reimbursement agreement required by the Surety Commitment. In the event that no policy and/or reserve fund surety bond is obtained, the Authorized Officers are authorized to delete the related provisions in the Authority Documents as necessary. Section 10. The Authorized Officers are hereby authorized and directed, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance and sale of the Authority Bonds and otherwise to effectuate the purposes of this Resolution. Section 11. The Authority hereby adopts the City’s Debt Policy (Policy No. 220-05), as amended, supplemented and restated from time to time, as the debt policy of the Authority pursuant to California Government Code Section 8855. Section 12. The Board of Directors acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved. Section 13. This Resolution shall take effect immediately upon its adoption. Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Chief Financial Officer Lounsbery Ferguson Altona & Peak Acting Authority General counsel Page 251 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/29/24 4895-2897-2440v5/024036-0097 INDENTURE OF TRUST by and between CHULA VISTA MUNICIPAL FINANCING AUTHORITY and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of March 1, 2024 $__________ CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 Page 252 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda TABLE OF CONTENTS Page i 4895-2897-2440v5/024036-0097 ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1 Definitions .................................................................................................................. 2 Section 1.2 Rules of Construction............................................................................................... 12 Section 1.3 Authorization and Purpose of Bonds ....................................................................... 12 Section 1.4 Equal Security .......................................................................................................... 12 ARTICLE II ISSUANCE OF BONDS Section 2.1 Terms of Bonds ........................................................................................................ 12 Section 2.2 Redemption of Bonds............................................................................................... 14 Section 2.3 Form of Bonds ......................................................................................................... 15 Section 2.4 Execution of Bonds .................................................................................................. 16 Section 2.5 Transfer of Bonds..................................................................................................... 16 Section 2.6 Exchange of Bonds .................................................................................................. 16 Section 2.7 Temporary Bonds ..................................................................................................... 16 Section 2.8 Bond Register ........................................................................................................... 17 Section 2.9 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................ 17 Section 2.10 Book-Entry System .................................................................................................. 17 ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS Section 3.1 Issuance of Bonds .................................................................................................... 19 Section 3.2 Application of Proceeds of Sale of 2024 Bonds and Funds Received from the Community Facilities Districts .......................................................................... 19 Section 3.3 Revenue Fund .......................................................................................................... 19 Section 3.4 Costs of Issuance Fund ............................................................................................ 19 Section 3.5 Purchase Fund .......................................................................................................... 20 Section 3.6 Reserve Fund ........................................................................................................... 20 Section 3.7 Rebate Fund ............................................................................................................. 20 Section 3.8 Surplus Fund ............................................................................................................ 20 Section 3.9 Validity of Bonds ..................................................................................................... 20 ARTICLE IV REVENUES; FLOW OF FUNDS Section 4.1 Pledge of Revenues; Assignment of Rights ............................................................. 20 Section 4.2 Receipt, Deposit and Application of Revenues; Revenue Fund .............................. 21 Section 4.3 Reserve Fund ........................................................................................................... 23 Section 4.4 Surplus Fund ............................................................................................................ 26 Page 253 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda TABLE OF CONTENTS (continued) Page ii 4895-2897-2440v5/024036-0097 Section 4.5 Investments .............................................................................................................. 27 Section 4.6 Valuation and Disposition of Investments ............................................................... 27 ARTICLE V COVENANTS OF THE AUTHORITY Section 5.1 Punctual Payment ..................................................................................................... 28 Section 5.2 Extension of Payment of Bonds ............................................................................... 28 Section 5.3 Against Encumbrances ............................................................................................. 28 Section 5.4 Power to Issue Bonds and Make Pledge and Assignment ....................................... 28 Section 5.5 Accounting Records and Financial Statements ........................................................ 28 Section 5.6 Conditions to Issuance of Additional Obligations ................................................... 29 Section 5.7 Tax Covenants ......................................................................................................... 30 Section 5.8 Rebate Fund ............................................................................................................. 30 Section 5.9 Local Obligations ..................................................................................................... 33 Section 5.10 Sale of Local Obligations ......................................................................................... 33 Section 5.11 Continuing Disclosure Agreement ........................................................................... 34 Section 5.12 Books and Records................................................................................................... 34 Section 5.13 Further Assurances ................................................................................................... 34 Section 5.14 Pledged Revenues .................................................................................................... 34 ARTICLE VI THE TRUSTEE Section 6.1 Appointment of Trustee ........................................................................................... 35 Section 6.2 Acceptance of Trusts ................................................................................................ 35 Section 6.3 Fees, Charges and Expenses of Trustee ................................................................... 38 Section 6.4 Notice to Bond Owners of Default .......................................................................... 38 Section 6.5 Intervention by Trustee ............................................................................................ 38 Section 6.6 Removal of Trustee .................................................................................................. 38 Section 6.7 Resignation by Trustee............................................................................................. 39 Section 6.8 Appointment of Successor Trustee .......................................................................... 39 Section 6.9 Merger or Consolidation .......................................................................................... 39 Section 6.10 Concerning any Successor Trustee .......................................................................... 39 Section 6.11 Appointment of Co-Trustee ..................................................................................... 40 Section 6.12 Indemnification; Limited Liability of Trustee ......................................................... 40 ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE Section 7.1 Amendment Hereof .................................................................................................. 41 Section 7.2 Effect of Supplemental Indenture ............................................................................ 42 Section 7.3 Endorsement or Replacement of Bonds After Amendment ..................................... 42 Section 7.4 Amendment by Mutual Consent .............................................................................. 42 Page 254 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda TABLE OF CONTENTS (continued) Page iii 4895-2897-2440v5/024036-0097 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS Section 8.1 Events of Default ..................................................................................................... 42 Section 8.2 Remedies; Rights of Bond Owners .......................................................................... 43 Section 8.3 Application of Revenues and Other Funds After Event of Default ......................... 43 Section 8.4 Power of Trustee to Control Proceedings ................................................................ 44 Section 8.5 Appointment of Receivers ....................................................................................... 44 Section 8.6 Non Waiver .............................................................................................................. 45 Section 8.7 Rights and Remedies of Bond Owners .................................................................... 45 Section 8.8 Termination of Proceedings ..................................................................................... 45 ARTICLE IX MISCELLANEOUS Section 9.1 Limited Liability of Authority ................................................................................. 46 Section 9.2 Benefits of Indenture Limited to Parties .................................................................. 46 Section 9.3 Discharge of Indenture ............................................................................................. 46 Section 9.4 Successor is Deemed Included in All References to Predecessor ............................ 47 Section 9.5 Content of Certificates ............................................................................................. 47 Section 9.6 Execution of Documents by Bond Owners .............................................................. 48 Section 9.7 Disqualified Bonds ................................................................................................... 48 Section 9.8 Waiver of Personal Liability .................................................................................... 48 Section 9.9 Entire Agreement; Partial Invalidity ........................................................................ 49 Section 9.10 Destruction of Cancelled Bonds .............................................................................. 49 Section 9.11 Funds and Accounts ................................................................................................. 49 Section 9.12 Notices ..................................................................................................................... 49 Section 9.13 Unclaimed Moneys .................................................................................................. 50 Section 9.14 Payment Due on Other than a Business Day ........................................................... 50 Section 9.15 Governing Law ........................................................................................................ 50 ARTICLE X MUNICIPAL BOND INSURANCE POLICY AND RESERVE SURETY BOND Section 10.1 Rights of the Bond Insurer ....................................................................................... 51 Section 10.2 Payments under the Insurance Policy ...................................................................... 52 Section 10.3 Amounts Paid by Insurer.......................................................................................... 53 Section 10.4 Reimbursement of Insurer Fees ............................................................................... 54 Section 10.5 Provision of Information to Insurer ......................................................................... 54 Section 10.6 Discussion of and Access to Information ................................................................ 55 Section 10.7 Notice to Insurer by Trustee ..................................................................................... 55 Section 10.8 Effect of Insurance Policy ........................................................................................ 55 Section 10.9 Impairment of Insurer’s Rights ................................................................................ 55 Signature Page ................................................................................................................................ S-1 Page 255 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda TABLE OF CONTENTS (continued) Page iv 4895-2897-2440v5/024036-0097 Exhibit A Form of Series 2024 Bonds .................................................................................... A-1 Page 256 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4895-2897-2440v5/024036-0097 INDENTURE OF TRUST THIS INDENTURE OF TRUST (this “Indenture”), dated as of March 1, 2024, by and between the CHULA VISTA MUNICIPAL FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”); WITNESSETH: WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for capital improvements of member entities of the Authority and other local agencies; and WHEREAS, each of the Community Facilities Districts (as defined herein) has previously issued one or more series of Prior Bonds (as defined herein) in connection with the issuance by the Authority of the Prior Authority Bonds (as defined herein) to refinance the acquisition and/or construction of certain public improvements; and WHEREAS, the Authority has determined to issue its Local Agency Revenue Refunding Bonds, Series 2024 (the “2024 Bonds”) in the aggregate principal amount of $__________ for the primary purpose of acquiring special tax refunding bonds of each of the aforesaid Community Facilities Districts, the proceeds of which will be utilized to defease and refund the Prior Bonds and the Prior Authority Bonds; and WHEREAS, the 2024 Bonds will be issued pursuant to and secured by this Indenture in the manner provided herein; and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and WHEREAS, the Authority hereby certifies that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and del ivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration Page 257 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4895-2897-2440v5/024036-0097 of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt and suffic iency of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified. “Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as it may hereafter be amended from time to time. “Additional Bonds” means additional bonds issued pursuant to Section 5.6 and secured on a parity with the 2024 Bonds. “Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year, whether at maturity or from sinking fund payments. “Authority Administrative Expenses” means the fees and expenses of the Trustee, including legal fees and expenses (including fees and expenses of outside co unsel and the allocated costs of internal attorneys) and the out of pocket expenses incurred by the Trustee, the City and the Authority in carrying out their duties hereunder including payment of amounts payable to the United States pursuant to Section 5.8 hereof. “Authority” means the Chula Vista Municipal Financing Authority, a joint exercise of powers agency established pursuant to the laws of the State, whose members as of the date hereof are the City and the Housing Authority of the City of Chula Vista, until a successor organization shall have become such, and thereafter “Authority” shall mean such successor organization. “Authorized Officer” means the Chair, Vice Chair, Executive Director, Secretary, or Chief Financial Officer of the Authority, or any other Person authorized by the Authority to perform an act or sign a document on behalf of the Authority for purposes of this Indenture. “Beneficial Owners” means the actual purchasers of the Bonds whose ownership interests are recorded on the books of the DTC Participants. “Bond Counsel” means any attorney at law or firm of attorneys selected by the Authority, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Insurer” means __________, a __________ insurance company, or any successor thereto or assignee thereof. Page 258 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4895-2897-2440v5/024036-0097 “Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as it may hereafter be amended from time to time. “Bond Register” means the registration books for the Bonds maintained by the Trustee in accordance with Section 2.8 hereof. “Bond Year” means each twelve month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, except in the case of the initial Bond Year which shall be the period from the Closing Date of the Bonds to September 1, 2024, both dates inclusive. “Bonds” means collectively, the 2024 Bonds and any Additional Bonds authorized by and at any time Outstanding pursuant to the Bond Law and this Indenture. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange, the Federal Reserve System, or banks or trust companies in New York, New York, Wilmington, Delaware or Los Angeles, California, or where the Trust Office is located, are not required or authorized by law, regulation or executive order to remain closed. “Certificate of the Authority” means a certificate in writing signed by the Executive Director or Chief Financial Officer of the Authority, or by any other officer of the Authority duly authorized in writing by the Board for that purpose. “CFD Act” means the Mello-Roos Community Facilities Act of 1982, constituting Chapter 2.5 (commencing with Section 53311), Article 1 of Division 2 of Title 5 of the Government Code of that State of California, as amended from time to time. “City” means the City of Chula Vista, California. “Closing Date” means for each Series the date on which the Bonds of such Series were executed and delivered to the Original Purchaser thereof. “Code” means the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations proposed or in effect with respect thereto. “Community Facilities District” or “CFD” means any one of the Community Facilities Districts. “Community Facilities Districts” means, collectively, CFD No. 06-I, CFD No. 07-I, CFD No. 08-I and CFD No. 2001-2. “Community Facilities District No. 06-I” or “CFD No. 06-I” means City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap), a community facilities district formed pursuant to the CFD Act. “Community Facilities District No. 06-I Improvement Area A” or “CFD No. 06-I Improvement Area A” means City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A, a designated improvement area within CFD No. 06-I. Page 259 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4895-2897-2440v5/024036-0097 “Community Facilities District No. 06-I Improvement Area B” or “CFD No. 06-I Improvement Area B” means City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B, a designated improvement area within CFD No. 06-I. “Community Facilities District No. 07-I” or “CFD No. 07-I” means City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), a community facilities district formed pursuant to the CFD Act. “Community Facilities District No. 08-I” or “CFD No. 08-I” means City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six), a community facilities district formed pursuant to the CFD Act. “Community Facilities District No. 2001-2” or “CFD No. 2001-2” means City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six), a community facilities district formed pursuant to the CFD Act. “Community Facilities District No. 06-I Improvement Area A Local Obligation Indenture” means the Bond Indenture, dated as of March 1, 2024, by and between Community Facilities Dist rict No. 06-I and Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds. “Community Facilities District No. 06-I Improvement Area B Local Obligation Indenture” means the Bond Indenture, dated as of March 1, 2024, by and between Community Facilities District No. 06-I and Wilmington Trust, National Association, as trustee, relating to the City o f Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds. “Community Facilities District CFD No. 07-I Local Obligation Indenture” means the Bond Indenture, dated as of March 1, 2024, by and between Community Facilities District No. 07 -I and Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds. “Community Facilities District CFD No. 08-I Local Obligation Indenture” means the Bond Indenture, dated as of March 1, 2024, by and between Community Facilities District No. 08 -I and Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds. “Community Facilities District CFD No. 2001-2 Local Obligation Indenture” means the Bond Indenture, dated as of March 1, 2024, by and between Community Facilities District No. 2001 -2 and Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds. “Costs of Issuance” means the costs and expenses incurred in connection with the issuance and sale of the Bonds, the Local Obligations, and the acquisition of the Local Obligations by the Authority, including the acceptance and initial annual fees and expenses (including legal fees and expenses) of the Trustee, legal fees and expenses, costs of printing the Bonds and the preliminary and final Official Statements, fees of financial consultants, the underwriter’s discount, the premiums with respect to the Page 260 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4895-2897-2440v5/024036-0097 Insurance Policy and the Reserve Surety Bond, and other fees and expenses set forth in a Request of the Authority. “Costs of Issuance Fund” means the fund by that name established in Section 3.4. “Dated Date” means the date on which the Bonds are issued and authenticated by the Trustee. “Defeasance Securities” means any of the following: (a) non-callable direct obligations of the United States of America (“Treasuries”), (b) evidences of ownership of proportionate interest s in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (c) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation u nder the Insurance Policy), pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, and (d) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), securities eligible for “AAA” defeasance under then existing criteria of S&P. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. “Event of Default” means any of the events described in Section 8.1 hereof. “Fiscal Year” means any twelve month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve month period selected and designated by the Authority as its official fiscal year period. “Improvement Area” means any one of the Improvement Areas. “Improvement Areas” means, collectively, CFD No. 06-I Improvement Area A and CFD No. 06-I Improvement Area B. “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions hereof. “Independent Accountant” means any accountant or firm of such accountants appointed and paid by the Authority, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and (c) is not an officer or employee of the Authority, or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City. Page 261 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4895-2897-2440v5/024036-0097 “Independent Financial Consultant” means any financial consultant or firm of such consultants appointed and paid by the Authority, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and (c) is not an officer or employee of the Authority or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City. “Information Services” means such services providing information with respect to called bonds in accordance with then current guidelines of the Securities and Exchange Commission, such as the Trustee may select in its sole discretion. “Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the 2024 Bonds when due. “Interest Account” means the account by that name established and held by the Trustee pursuant to Sections 3.3 and 4.2(a) hereof. “Interest Payment Date” means March 1 and September 1 in each year, beginning September 1, 2024, and continuing thereafter so long as any Bonds remain Outstanding. “Local Obligation Bond Indentures” means, collectively, the Community Facilities District No. 06-I Improvement Area A Local Obligation Indenture, the Community Facilities District CFD No. 06-I Improvement Area B Local Obligation Indenture, the Community Facilities District CFD No. 07- I Local Obligation Indenture, the Community Facilities District CFD No. 08 -I Local Obligation Indenture, and the Community Facilities District CFD No. 2001-2 Local Obligation Indenture. Local Obligation Bond Indentures shall also inc lude any additional Local Obligation Bond Indentures executed and delivered in connection with the issuance hereafter of additional Local Obligations. “Local Obligations” means collectively, the following: (a) City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds; (b) City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds; (c) City of Chula Vista Community Facilities District No. 07 -I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds; (d) City of Chula Vista Community Facilities District No. 08 -I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds; and (e) City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds. Page 262 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4895-2897-2440v5/024036-0097 Local Obligations shall also include any additional Local Obligations issued hereafter pursuant to and in accordance with the provisions of the Local Obligation Bond Indentures. “Local Obligations Delinquency Revenues” means Revenues received by the Trustee from the Local Obligations Trustee for a Series of the Local Obligations representing the payment of delinquent debt service on such Local Obligations. “Local Obligations Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America, with a principal corporate trust office in Costa Mesa, California, and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in the Local Obligation Bond Indentures. “Maximum Annual Debt Service” means, as of the date of any calculation, the largest Annual Debt Service on a Series during the current or any future Bond Year. “Moody’s” means Moody’s Investors Service, Inc., its successors and assigns. “Original Purchaser” means, with respect to the 2024 Bonds, Raymond James & Associates, Inc. and with respect to a Series of Additional Bonds, the original purchaser thereof. “Outstanding” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.7 hereof) all Bonds theretofore executed and issued by the Authority and authenticated and delivered by the Trustee under this Indenture except – (a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation pursuant to Section 2.9 hereof; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.3 hereof or Bonds called for redemption for which funds have been provided as described in Section 2.2(g) hereof; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture. “Owner” or “Bond Owner”, when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Bond Register. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America (“U.S. Government Securities”). Page 263 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4895-2897-2440v5/024036-0097 (2) Direct obligations* of the following federal agencies which are fully guaranteed by the full faith and credit of the United States of America: a. Export-Import Bank of the United States – Direct obligations and fully guaranteed certificates of beneficial interest b. Federal Housing Administration – debentures c. General Services Administration – participation certificates d. Government National Mortgage Association (“GNMAs”) – guaranteed mortgage-backed securities and guaranteed participation certificates e. Small Business Administration – guaranteed participation certificates and guaranteed pool certificates f. U.S. Department of Housing & Urban Development – local authority bonds g. U.S. Maritime Administration – guaranteed Title XI financings h. Washington Metropolitan Area Transit Authority – guaranteed transit bonds (3) Direct obligations* of the following federal agencies which are not fully guaranteed by the faith and credit of the United States of America: a. Federal National Mortgage Association (“FNMAs”) – senior debt obligations rated Aaa by Moody’s Investors Service (“Moody’s”) and AAA by Standard & Poor’s Ratings Services (“S&P”) b. Federal Home Loan Mortgage Corporation (“FHLMCs”) – participation certificates and senior debt obligations rated Aaa by Moody’s and AAA by S&P c. Federal Home Loan Banks – consolidated debt obligations d. Student Loan Marketing Association – debt obligations e. Resolution Funding Corporation – debt obligations (4) Direct, general obligations of any state of the United States of America or any subdivision or agency thereof whose uninsured and unguaranteed general obligation debt is rat ed, at the time of purchase, A2 or better by Moody’s and A or better by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P. (5) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, P-1 by Moody’s and A-1 or better by S&P. (6) Certificates of deposit, savings accounts, deposit accounts or money market deposits in amounts that are continuously and insured by the Federal Deposit Insurance Corporation * The following are explicitly excluded from the securities enumerated in 2 and 3: (i) All derivative obligations, including without limitation inverse floaters, residuals, interest-only, principal-only and range notes; (ii) Obligations that have a possibility of returning a zero or negative yield if h eld to maturity; (iii) Obligations that do not have a fixed par value or those whose terms do not promise a fixed dollar amount at maturity or call date; and (iv) Collateralized Mortgage-Backed Obligations (“CMOs”). Page 264 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 4895-2897-2440v5/024036-0097 (“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund, and including funds for which the Trustee or its affiliates provide investment advisory or other management services. (7) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each case having maturities of not more than 365 days following the date of purchase) of any domestic commercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not considering holding company ratings). (8) Investments in money-market funds rated AAAm or AAAm-G by S&P, including funds for which the Trustee and its affiliates provide investment advisory or other management services. (9) Any other investment which the City is permitted by law to make, including without limitation investment in the Local Agency Investment Fund of the State of California (LAIF), provided that any investment of the type authorized pursuant to paragraphs (d), (f), (h) and (i) of Section 53601 of the California Government Code are additionally restricted a s provided in the appropriate paragraph or paragraphs above applicable to such type of investment and provided further that investments authorized pursuant to paragraphs (k) and (m) of Section 53601 are not permitted. To the extent that any of the requirements concerning Permitted Investments embodies a legal conclusion, the Trustee shall be entitled to conclusively rely upon a certificate from the appropriate party or an opinion from counsel to such party, that such requirement has been met. “Principal Account” means the account by that name established and held by the Trustee pursuant to Sections 3.3 and 4.2(a) hereof. “Prior Authority Bonds” means Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. “Prior Bonds” means the following series of bonds previously issued by the Community Facilities Districts: (a) City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A Special Tax Refunding Bonds, Series 2013; (b) City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013; (c) City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013; (d) City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013; and (e) City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) Special Tax Refunding Bonds, Series 2013. Page 265 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 4895-2897-2440v5/024036-0097 “Proportionate Share” means, as of the date of calculation for any issue of the Local Obligations, the ratio derived by dividing the remaining debt service of such Local Obligations by the remaining debt service of the Outstanding Bonds. “Purchase Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.5 hereof. “Rebate Fund” means the fund by that name established pursuant to Section 5.8 hereof. “Rebate Regulations” means the Treasury Regulations issued under Section 148(f) of the Code. “Record Date” means, with respect to any Interest Payment Date, the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day. “Request of the Authority” means a written certificate or request executed by an Authorized Officer. “Request of the City” means a written certificate or request executed by the Mayor, the City Manager, the Assistant City Manager, the Finance Director or any other Person designated by the City Manager with respect to the matters referred to therein. “Representation Letter” means any letter of representations relating to a particular Series of Bonds, by and between the Authority and DTC or any other Securities Depository used by the Authority for a Series of Bonds. “Reserve Account” means an account of the Reserve Fund established hereunder. “Reserve Credit Facility” means (i) the Reserve Surety Bond, or (ii) a policy of insurance, a surety bond, a letter of credit or other comparable credit facility, permitting draws thereunder in accordance with Section 4.3 hereof to the final date of maturity of the Bonds or Parity Bonds, so long as (a) the provider of any such policy of insurance, surety bond, letter of credit or other comparable credit facility is rated in at the time of delivery to the Trustee not less than the rating on the Bonds from Standard & Poor’s or another rating agency requested by the Authority to rate the Bonds, and (b) so long as the Reserve Surety Bond remains in effect, the Bond Insurer has consented to the delivery of such Reserve Credit Facility. “Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.6 hereof. “Reserve Surety Bond” means the Reserve Surety Bond issued by the Bond Insurer guaranteeing certain payments into the Reserve Fund with respect to the 2024 Bonds as provided therein and subject to the limitations set forth therein. “Reserve Requirement” means an amount equal to the lowest of [(i) 10% of the initial principal amount of the Bonds, (ii) Maximum Annual Debt Service on the Outstanding Bonds, or (iii) 125% of Average Annual Debt Service on the Outstanding Bonds]. Notwithstanding the foregoing, in no event shall the Reserve Requirement exceed the initial deposit thereto except in connection with any increase associated with the issuance of Additional Bonds. As applied to individual accounts of the Reserve Fund, the Reserve Requirement shall initially be allocated as set forth in Section 4.3(a) hereof. Page 266 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 4895-2897-2440v5/024036-0097 “Responsible Officer” means any officer of the Trustee assigned to administer the Trustee’s duties under this Indenture. “Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Sections 3.3 and 4.2 hereof. “Revenues” means: (a) all amounts received from the Local Obligations; (b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established hereunder with respect to the Bonds (other than the Rebate Fund and the Surplus Fund); and (c) investment income with respect to any moneys held by the Trustee in the funds and accounts established hereunder with respect to the Bonds (other than investment income on moneys held in the Rebate Fund and the Surplus Fund). “Securities Depositories” means The Depository Trust Company, New York, New York, and its successor or assigns, or such other securities depositories as the Authority may designate from time to time. “Series” means each series of Bonds issued hereunder. “Series of Local Obligations” means each series of the Local Obligations issued pursuant to the Local Obligation Bond Indentures. “Six Month Period” shall mean the period of time beginning on the Closing Date and ending six months thereafter, and each six month period thereafter until the latest maturity date of the Bonds (and any obligations that refund the Bonds). “Special Taxes” means the taxes authorized to be levied by the CFDs on parcels within the CFDs or the Improvement Areas therein, as applicable, which have been pledged to repay the Local Obligations pursuant to the CFD Act. “Standard & Poor’s” and “S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assign. “State” means the State of California. “Supplemental Indenture” means any indenture, agreement or other instrument hereafter duly executed by the Authority in accordance with the provisions of Article VII of this Indenture. “Surplus Fund” means the fund by that name established pursuant to Section 3.8 hereof. “Tax Certificate” means the certificate by that name to be executed by the Authority on the Closing Date with respect to a Series of Bonds to establish certain facts and expectations and which contains certain covenants relevant to compliance with the Code. “Tax-Exempt Obligations” means bonds the interest upon which is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. “Trust Office” means the office of the Trustee at which at any particular time its corporate trust business with respect to this Indenture shall be administered, which office at the date hereof is located Page 267 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 4895-2897-2440v5/024036-0097 in Costa Mesa, California, or such other place as designated by the Trustee except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. “Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America, with a corporate trust office in Costa Mesa, California, and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VI hereof. “2024 Bonds” means the Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024. Section 1.2 Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Section 1.3 Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts requ ired by law to exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Bond Law and each and every other requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the 2024 Bonds pursuant to the Bond Law and this Indenture for the primary purpose of providing funds to acquire the Local Obligations and in connection therewith, defease and refund the Prior Authority Bonds and the Prior Bonds. Section 1.4 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds and for the equal and proportionate benefit, security and protection of all Owners of the Bonds as their respective interests appear without preference, priority or distinction as to security or otherwise o f any of the Bonds over other Bonds or any of the Bonds over any other Bonds by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. ARTICLE II ISSUANCE OF BONDS Section 2.1 Terms of Bonds. The 2024 Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture shall be dated as of their Closing Date and be designated the “Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024,” which shall be issued in the original aggregate principal amount of __________ Dollars ($__________). Page 268 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 4895-2897-2440v5/024036-0097 The 2024 Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond shall have more than one maturity date. The 2024 Bonds shall mature on September 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows: Maturity Date (September 1) Principal Amount Interest Rate Per Annum $ % Interest on the Bonds shall be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a Series provided to the Trustee in writing at least five (5) Business Days before the Record Date for such Interest Payment Date. Principal of and premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office of the Trustee. The principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before the first Record Date, in which event it shall bear interest from the Dated Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon, or from the Dated Date if no interest has been paid or made available for payment. Page 269 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 4895-2897-2440v5/024036-0097 Section 2.2 Redemption of Bonds. (a) No Optional Redemption. The 2024 Bonds are not subject to optional redemption prior to maturity. The optional redemption provisions (if any) of any Series of Additional Bonds shall be set forth and provided for in a Supplemental Indenture. If the source of funds to optionally redeem the Additional Bonds is to be from a redemption of a Local Obligation, then, prior to consenting to the optional redemption of any Local Obligation which it has purchased and is held under this Indenture, the Authority shall deliver to the Trustee a certificate of an Independent Accountant or an Independent Financial Consultant verifying that, following such optional redemption of the Local Obligations and redemption of Additional Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds remaining Outstanding following such optional redemption. The Authority shall be required to give the Trustee written notice of its intention to redeem Additional Bonds under this Section (a) at least forty-five (45) days prior to the date fixed for redemption (or such later date as shall be acceptable to the Trustee, in the sole determination of the Trustee, such notice intended for the convenience of the Trustee). (b) Special Redemption. The 2024 Bonds are subject to special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from prepayments of Special Taxes within a Community Facilities District or Improvement Area, as applic able, in whole or in part, from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, at the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 20__ through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 (c) Notice of Redemption. The Trustee on behalf, and at the expense of, the Authority shall send notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Information Services, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption; provided, however, so long as the Bonds are registered in the name of the nominee of DTC, notice shall be given in such manner as complies with the requirements of DTC. Neither failure to receive any such notice so sent nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date. Page 270 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 4895-2897-2440v5/024036-0097 In addition to the foregoing notice, further notice shall be sent by the Trustee in said form to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is sixty days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption. Unless funds for the optional redemption of any Additional Bonds are irrevocably deposited with the Trustee prior to rendering notice of redemption to the Bondowners, such notice shall state that such redemption is subject to the deposit of funds by the Authority. Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Additional Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Authority and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall send notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Upon the payment by the Trustee from the applicable account in the Revenue Fund of the redemption price of the Bond being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (d) Selection of Bonds of a Maturity for Redemption. Unless otherwise provided hereunder, whenever provision is made in this Indenture or in the applicable Supplemental Indenture for the redemption of less than all of the Bonds of a maturity, the Trustee shall select the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations shall be treated as separate Bonds which may be separately redeemed. (e) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate pr incipal amount equal to the unredeemed portion of the Bond to be redeemed. (f) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date specified in such notice. All Bonds redeemed pursuant to this Section 2.2 shall be cancelled and destroyed. Section 2.3 Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. Page 271 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 4895-2897-2440v5/024036-0097 Section 2.4 Execution of Bonds. All the Bonds shall, from time to time, be executed on behalf of the Authority by, or bear the manual or facsimile signature of, one of the members of the Board of Directors of the Authority or the Executive Director of the Authority and be attested by the manual or facsimile signature of the Secretary or by any deputy thereof. If any of the directors or officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall be upon the Bonds shall cease to be such officer of the Authority before the Bond so signed and sealed shall have been actually authenticated by the Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed or sealed such Bonds or whose facsimile signature shall be upon the Bonds had not ceased to be such officer of the Authority; and any such Bond may be signed and sealed on behalf of the Authority by those persons who, at the actual date of the execution of such Bonds, shall b e the proper officers of the Authority, although at the date of such Bond any such person shall not have been such officer of the Authority. Only such of the Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. Section 2.5 Transfer of Bonds. Subject to Section 2.10, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption shall be subject to transfer pursuant to this Section nor shall any Bond be subject to transfer during the fifteen days prior to the selection of Bonds for redemption. The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the Authority. However, the Owners of the Bonds shall be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds shall be requir ed to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds. Section 2.6 Exchange of Bonds. Subject to Section 2.10, Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption shall be subject to exchange pursuant to this Section, nor shall any Bond be subject to exchange during the fifteen days prior to the select ion of Bonds for redemption. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the Authority. Section 2.7 Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority and may contain such reference to any of the provisio ns of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and be registered and authenticated by the Trustee Page 272 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 4895-2897-2440v5/024036-0097 upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.8 Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which shall be the Bond Register and shall at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said re cords, Bonds as hereinbefore provided. Section 2.9 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and authorized denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled by it and destroy ed in accordance with the retention policy of the Trustee then in effect. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, at the expense of the Bond Owner, the Authority shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, dest royed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Trustee may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture. Section 2.10 Book-Entry System. (a) All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Section 2.10(d) hereof, all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Page 273 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 4895-2897-2440v5/024036-0097 Owner, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The Authority and the Trustee ma y treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only t o or upon the order of the respective Owners, as shown in the Bond Register, as provided in Section 2.8 hereof, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, shall receive a certificated Bond evidencin g the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) The delivery of the Representation Letter shall not in any way limit the provisions of Section 2.10(b) hereof or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee shall take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times. (d) (i) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. (ii) The Authority, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Authority determines that: (A) DTC is unable to discharge its responsibilities with respect to the Bonds, or (B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds. (iii) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(ii)(B) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i) or subsection 2.10(d)(ii)(A) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Authority, is willing an d able to undertake such functions upon reasonable and customary terms, the Authority is obligated to deliver Bond certificates, as described in this Indenture and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. Page 274 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 4895-2897-2440v5/024036-0097 (e) Notwithstanding any other provisions of this Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS Section 3.1 Issuance of Bonds. Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the 2024 Bonds in the original aggregate principal amount set for th in Section 2.1 hereof to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the Authority. Section 3.2 Application of Proceeds of Sale of 2024 Bonds and Funds Received from the Community Facilities Districts. Upon the receipt by the Trustee of payment for the 2024 Bonds in the amount of $__________ (representing the purchase price for the 2024 Bonds, less $__________ transferred directly by the Original Purchaser of the 2024 Bonds to the Insurer to pay the premium on the Policy and the Reserve Surety Bond), the Trustee shall deposit such funds as follows: (a) $__________ of the proceeds of the 2024 Bonds shall be deposited in the Purchase Fund for the acquisition of the Local Obligations in accordance with Section 3.5 hereo f. (b) $__________ of the proceeds of the 2024 Bonds, representing the aggregate of each Community Facilities District’s share of the Costs of Issuance, shall be retained by the Trustee and deposited in the Costs of Issuance Fund for the payment of Costs of Issuance in accordance with Section 3.4 hereof. The Trustee shall deposit in the Reserve Fund the Reserve Surety Bond, which amount represents the Reserve Requirement as of the Closing Date of the 2024 Bonds and will be credited to the various accounts in the Reserve Fund as provided in Section 4.3 hereof. The application of proceeds from the sale of a Series of Additional Bonds shall be set forth in the Supplemental Indenture providing for the issuance of such Series of Additional Bonds. Section 3.3 Revenue Fund. The Trustee shall establish and maintain a separate fund to be known as the “Revenue Fund” and the following separate accounts therein: Interest Account and Principal Account. Except as otherwise provided herein, the Trustee shall deposit all Revenues received after the Closing Date to the Revenue Fund and shall apply amounts in the Revenue Fund as described in Section 4.2 below. Section 3.4 Costs of Issuance Fund. The Trustee shall establish and maintain a fund known as the “Costs of Issuance Fund” into which shall be deposited the amounts set forth in Section 3.2(b) above. The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance from time to time upon receipt by the Trustee of a Request of the Authority. Each such Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date which is sixty (60) days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority stating that all Costs of Issuance have been paid, the Trustee shall transfer all remaining amounts in the Costs of Page 275 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 4895-2897-2440v5/024036-0097 Issuance Fund to the Revenue Fund. Upon such transfer, the Costs of Issuance Fund shall be closed and the Trustee shall no longer be obligated to make payments for Costs of Issuance. The Authority may at any time file a Request of the Authority requesting that the Trustee retain a specified amount in the Costs of Issuance Fund and transfer to the Revenue Fund all remaining amounts, and upon receipt of such request by the Trustee, the Trustee shall comply with such request. Section 3.5 Purchase Fund. The Trustee shall establish and maintain a separate fund to be known as the “Purchase Fund” into which shall be deposited a portion of the proceeds of sale of the Bonds pursuant to Section 3.2(a) hereof (or pursuant to the provisions of a Supplemental Indenture). The Trustee shall use the proceeds of the Bonds to purchase Local Obligations on the Closing Date; provided, however, that such Local Obligations may be purchased only if the Trustee has received a certificate of the Original Purchaser of the Bonds or an Independent Financial Consultant stating that the Revenues to be available to the Trustee, assuming timely payment of the Local Obligations, will be sufficient to permit the timely payment of the principal of and interest on all Outstanding Bonds. Section 3.6 Reserve Fund. The Trustee shall establish and maintain a separate fund to be known as the “Reserve Fund” and within such fund, accounts to be known as the “CFD No. 06-I Improvement Area A Reserve Account,” the “CFD No. 06-I Improvement Area B Reserve Account,” the “CFD No. 07-I Reserve Account,” the “CFD No. 08-I Reserve Account,” and the “CFD No. 2001- 2 Reserve Account,” which accounts shall be administered as provided in Section 4.3 hereof. Section 3.7 Rebate Fund. The Trustee shall establish and maintain a separate fund, when needed, to be known as the “Rebate Fund” and a separate Rebate Account and Alternative Penalty Account therein for the Bonds. The Rebate Fund shall be administered as described in Section 5.8 hereof. Section 3.8 Surplus Fund. The Trustee shall establish and maintain a separate fund, when needed, to be known as the “Surplus Fund” which shall be administered as described in Sectio n 4.4 hereof. Section 3.9 Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken by the Authority or the Community Facilities Districts with respect to the application of the proceeds o f the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE IV REVENUES; FLOW OF FUNDS Section 4.1 Pledge of Revenues; Assignment of Rights. Subject to the provisions of Sections 6.3 and 9.3 hereof, the Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues. The Bonds shall be equally secured by a pledge, charge and lien upon the Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any Bonds shall be and are secured by an exclusive pled ge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues shall not be used for any purpose except as is expressly permitted by this Indenture. Page 276 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 4895-2897-2440v5/024036-0097 The Authority hereby transfers in trust, grants a security interest in a nd assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, respectively, all of the Revenues and all of the right, title and interest of the Authority in the Local Obligations, subject to the terms of this Indenture. The Trustee shall be entitled to and shall collect and receive all of the Revenues and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall fo rthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and, subject to the provisions of this Indenture, the Trustee shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City and the Community Facilities Districts under the Local Obligations. Upon the deposit with the Trustee of moneys sufficient to pay all principal of, premium, if any, and interest on the Bonds, and upon satisfaction of all claims against the Authority hereunder with respect to the Bonds, including all fees, charges and expenses of the Trustee and the Authority which are properly payable hereunder, or upon the making of adequate provisions for the payment of such amounts as permitted hereby, all moneys remaining in all funds and accounts pertaining to such Bonds (except any amounts on deposit in the Rebate Fund and except moneys necessary to pay principal of, premium, if any, and interest on the Bonds, which moneys shall be held by the Trustee pursuant to Section 9.3), shall no longer be considered Revenues and are not pledged to repay the Bonds. Such amounts shall be transferred to the Local Obligations Trustee for each Series of Local Obligations then outstanding proportionately based on their respective Proportionate Share. In the event that the Local Obligations have been paid or defeased, then any such amounts shall be paid by the Trustee to the Authority to be used by the Authority for any lawful purpose. Section 4.2 Receipt, Deposit and Application of Revenues; Revenue Fund. Subject to Section 4.2(a)(iv) below, all Revenues described in clause (a) of the definition thereof in Section 1.1 shall be promptly deposited by the Trustee upon receipt thereof in the Revenue Fund. (a) On each Interest Payment Date, the Trustee shall transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlie r required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: (i) Interest Account. On each Interest Payment Date, the Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds on such date. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity). In the event that the amounts on deposit in the Interest Account on any Interest Payment Date, after any transfers from the Reserve Fund pursuant to Section 4.3 hereof, are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee shall apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis. (ii) Principal Account. On each September 1 on which principal of the Bonds shall be payable, the Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and Page 277 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 4895-2897-2440v5/024036-0097 premium (if any) on, the Bonds coming due and payable on such date, or required to be redeemed on such date pursuant to Section 2.2 hereof; provided, however, that no amount shall be deposited to effect a redemption pursuant to Section 2.2(a) hereof unless the Trustee has first received a certificate of an Independent Accountant or an Independent Financial Consultant certifying that such deposit to effect an optional redemption of the Additional Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that the Community Facilities Districts continue to make timely payments on all Local Obligations not then in default. All moneys in the Principal Account shall be used and withd rawn by the Trustee solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to Section 2.2 hereof. (iii) Reserve Fund. On each Interest Payment Date on which the balance in the Reserve Fund is less than the Reserve Requirement, or amounts are due to an insurer under a Reserve Credit Facility, after making deposits required under (i) and (ii) above, the Trustee shall transfer from the Revenue Fund, an amount sufficient to increase the balance in the Reserve Fund to the Reserve Requirement, by depositing the amount necessary to make the various accounts therein equal to, together, the Reserve Requirement, provided the value of the moneys deposited therein, as invested, shall be valued at market value on such transfer date for purposes of making such determination; and provided, further, that the replenishment of the accounts of the Reserve Fund shall be made in accordance with Section 4.3 hereof. (iv) Local Obligations Delinquency Revenues. The Trustee shall disburse or transfer all Revenues representing Local Obligations Delinquency Revenues in the following order of priority: First, to make payments required pursuant to Section 8.3 upon the occurrence of an Event of Default as described in Section 8.1(a), Second, to the Reserve Fund to replenish the amount on deposit therein to the Reserve Requirement as set forth in Section 4.3, and Third, to make the deposits specified in Section 4.2(a)(i) through (iii) above. (b) If on any Interest Payment Date or date for redemption the amount on deposit in the Revenue Fund is inadequate to make the transfers described in subsection (a) above as a result of a payment default on an issue of Local Obligations, the Trustee shall immediately notify the issuer of such Local Obligations of the amount needed to make the required deposits under subsection (a) above. In the event that following such notice the Trustee receives Local Obligations Delinquency Revenues from the issuer of such Local Obligation to cure such shortfall, the Trustee shall deposit such amounts to the Revenue Fund for application in accordance with subsection (a)(iv). (c) On each Interest Payment Date after making the transfers required under subsections (a) and (b) above, upon receipt of a Request of the Authority to do so, the Trustee shall transfer from the Revenue Fund to the Rebate Fund for deposit in the accounts therein the amounts specified in such Request of the Authority. (d) On September 1 of each year, after making the deposits required under subsections (a), (b) and (c) above, and upon reimbursement to the Bond Insurer for any amounts owed Page 278 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 4895-2897-2440v5/024036-0097 under the Insurance Policy pursuant to Sections 10.2 and 10.4 hereof, the Trustee shall transfer al l amounts remaining on deposit in the Revenue Fund to the Surplus Fund. Section 4.3 Reserve Fund. (a) There shall be maintained in the Reserve Fund an amount equal to the Reserve Requirement of which $__________ shall initially be allocated to the CFD No. 06-I Improvement Area A Reserve Account, $__________ shall initially be allocated to the CFD No. 06-I Improvement Area B Reserve Account, $__________ shall initially be allocated to the CFD No. 07 -I Reserve Account, $__________ shall initially be allocated to the CFD No. 08-I Reserve Account, and $__________ shall initially be allocated to the CFD No. 2001-2 Reserve Account, such amounts being the initial Proportionate Share of the Reserve Requirement for each account. In the event that the amount of the Reserve Requirement is changed, the Trustee shall, upon receipt of a Request of the Authority, adjust the Proportionate Share of each Reserve Account to reflect the new Reserve Requirement. The Reserve Requirement may be satisfied in whole or in part by the Reserve Surety Bond and one or more additional Reserve Credit Facilities. The Reserve Requirement will initially be satisfied by the Reserve Surety Bond. As of any date of calculation, the amount of the Reserve Surety Bond, any other Reserve Credit Facility and cash on deposit in the Reserve Fund shall be allocated to the Accounts therein based on the Proportionate Share. (b) Moneys in the Reserve Fund shall be used solely for the purposes set forth in this Section 4.3. Subject to the limitations set forth in the following paragraph, amounts in the Reserve Fund may be applied to pay the principal of and interest on the Bonds when the moneys in the Interest Account and the Principal Account of the Revenue Fund are insufficient therefor. In addition, moneys in the Reserve Fund not constituting funds drawn on the Reserve Fund Surety Bond or any other Reserve Credit Facility may be applied: (i) in connection with an optional redemption of Additional Bonds pursuant to Section 2.2 or a defeasance pursuant to Section 9.3, (ii) when the balance therein equals the principal and interest due on the Bonds to and including maturity, or (iii) when the amount in an account of the Reserve Fund is transferred to the Interest Account and the Principal Account as a credit against the payments due on the Local Obligations secured by such account on the transfer dates specified in subsection (e) below. (c) Except as otherwise provided herein, all money in the Reserve Fund and the Reserve Accounts therein shall be used and withdrawn by the Trustee solely for the purpose of making transfers as described in this Section 4.3(c). If the amounts in the Interest Account or the Principal Account of the Revenue Fund are insufficient to pay the principal of or interest on the Bonds when due or mandatory sinking fund payments on the Bonds when due, the Trustee shall withdraw from the applicable Reserve Account or Reserve Accounts an amount equal to the deficiency resulting from the delinquency in the payment of scheduled debt service on the applicable Series of Local Obligations and transfer such amount to the Interest Account, the Principal Account or both, as applicable. If there are insufficient funds on deposit in a Reserve Account to cover a deficiency resulting from the delinquency in the payment of scheduled debt service on the applicable Series of Local Obligations, the Trustee shall withdraw from each of the other Reserve Accounts an amount based upon the Proportionate Share applicable to each such Reserve Account of such remaining deficiency and transfer such amounts to the Interest Account, the Principal Account or both, as applicable. Upon the transfer by the Trustee to the Reserve Fund of Local Obligations Delinquency Revenues of a Community Facilities District, such Revenues shall be allocated as follows: Page 279 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 4895-2897-2440v5/024036-0097 (A) First, to the Bond Insurer to reimburse it for all Policy Costs (as defined in Section 4.3(f)(iii) below) due as a result of a draw on the Reserve Surety Bond and reimbursement of amounts with respect to any other Reserve Credit Facility due as a result of delinquencies on the Local Obligations of such Community Facilities District with such reimbursements credited first to each Reserve Account for any series of Local Obligations, other than the Reserve Account to which such delinquent Revenues relate on a Proportionate Share basis if such reimbursements are owing as a result from draws due to delinquencies in the payment of scheduled debt service on that series of Local Obligations from which such delinquent Revenues were received. Such reimbursements shall next be credited to the Reserve Account for the series of Local Obligations from which the delinquent Revenues were received; and (B) Second, to the Reserve Account for any Series of Local Obligations, other than the Reserve Account to which such Local Obligations Delinquency Revenues relate, that amount necessary to increase the amount on deposit in such account to the Reserve Requirement on a Proportionate Share basis if the deficiency in the amount on deposit in such account resulted from draws on such account due to delinquencies in the payment of scheduled debt service on that Series of Local Obligations from which the Local Obligations Delinquency Revenues were received. In the event that such Local Obligations Delinquency Revenues are ins ufficient to increase the amount on deposit in each of the applicable Reserve Accounts to their respective Proportionate Share of the Reserve Requirement, a Proportionate Share of such Local Obligations Delinquency Revenues shall be deposited in each such Reserve Account; (C) Third, after increasing the amount on deposit in each applicable Reserve Account to the Reserve Requirement pursuant to the second step above, to the Reserve Account for the Series of Local Obligations from which the Local Obligations Delinquency Revenues were received that amount necessary to replenish the amount on deposit in such Reserve Account to the applicable Reserve Requirement; and (D) Fourth, to the Revenue Fund. (d) On September 1 of each year, any interest earned on the investment of moneys on deposit in the Reserve Fund which would cause the amount therein to exceed the Reserve Requirement shall be applied as set forth in Section 4.5 hereof. (e) When amounts in a Reserve Account are sufficient to repay the remaining principal and interest due on the related Local Obligations that will be applied to the Bonds, such amounts will be transferred to the Interest Account and the Principal Account as a credit against the payments due on such Local Obligations, with the amount transferred from a Res erve Account being deposited first to the Interest Account as a credit on the interest due on such Local Obligations on such date and the balance being deposited to the Principal Account as a credit on the principal due on such Local Obligations on such date. (f) As long as the Reserve Surety Bond shall be in full force and effect, the Authority and the Trustee agree to comply with the following provisions: (i) In the event and to the extent that moneys on deposit in the Revenue Fund, plus all amounts on deposit in and credited to the Reserve Fund in excess of the amount of the Reserve Surety Bond, are insufficient to pay the amount of principal and interest coming due on the 2024 Bonds, then upon the later of: (1) one (1) Business Day after receipt by the Bond Insurer of a Page 280 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 4895-2897-2440v5/024036-0097 Notice of Nonpayment (as defined in the Reserve Surety Bond), duly executed by the Trustee certifying that payment due under this Indenture has not been made to the Trustee; or (2) the Interest Payment Date, the Bond Insurer will make a deposit of funds in an account with the Trustee or its successor sufficient for the payment to the Trustee of amounts which are then due to the Trustee under this Indenture up to but not in excess of the Policy Limit (as defined in the Reserve Surety Bond); provide d, however, that in the event that the amount on deposit in, or credited to, the Reserve Fund, in addition to the amount available under the Reserve Surety Bond, includes amounts available under any other Reserve Credit Facility, draws on the Reserve Surety Bond and the other Reserve Credit Facility shall be made on a pro rata basis to fund the insufficiency. (ii) The Authority shall repay any draws under the Reserve Surety Bond and pay all related reasonable expenses incurred by the Bond Insurer. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Bond Insurer at the Late Payment Rate. For purposes of this Section 4.3, “Late Payment Rate” means the lesser of: (1) the greater of: (A) the per annum rate of interest, publicly announced from time to time by JP Morgan Chase Bank at its principal office in the City of New York, as its prime or lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by JP Morgan C hase Bank) plus 5%; and (B) the then applicable highest rate of interest on the 2024 Bonds; and (2) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event that JP Morgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Bond Insurer shall specify. If the interest provisions of this Section 4.3(f) shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the Bond Insurer, with the same force and effect as if the Authority had specifically designated such extra sums to be so applied and the Bond Insurer had agreed to accept such extra payment(s) as additional interest for such later periods. In no event shall any agreed -to or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection. (iii) Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, “Policy Costs”) shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. (iv) Amounts in respect of Policy Costs paid to the Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Bond Insurer on account of principal due, the coverage under the Reserve Surety Bond will be increased by a like amount, subject to the terms of the Reserve Surety Bond. The obligation to pay Policy Costs shall be secured by a valid lien on all Revenues (subject only to the priority of payment provisions set forth hereunder). Page 281 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 4895-2897-2440v5/024036-0097 (v) All cash and investments in the Reserve Fund or a Reserve Account therein shall be transferred to the Revenue Fund for payment of the principal of and interest on the 2024 Bonds before any drawing may be made on the Reserve Surety Bond or any other Reserve Credit Facility credited to such Reserve Account in lieu of cash. Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on the Reserve Surety Bond and any other Reserve Credit Facility on which there is available coverage shall be made on a pro -rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund or a Reserve Account therein. Payment of Policy Costs and reimbursement of amounts with respect to any other Reserve Credit Facility shall be made on a pro - rata basis prior to replenishment of any cash drawn from the Reserve Fund or a Reserve Account therein. For the avoidance of doubt, “available coverage” means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to h onor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (vi) If the Authority shall fail to pay any Policy Costs in accordance with the requirements of Section 4.3 hereof, the Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Indenture other than: (i) acceleration of the maturity of the payments of principal of and interest on the Bonds; or (ii) remedies which would adversely affect Owners of the Bonds. The Trustee shall ascertain the necessity for a claim upon the Reserve Surety Bond in accordance with the provisions of Section 4.3(f) hereof and provide notice to the Bond Insurer in accordance with the terms of the Reserve Surety Bond at least five (5) Business Days prior to an Interest Payment Date. Where deposits are required to be made by the Authority with the Trustee to the Revenue Fund for the payment of principal of and interest on the 2024 Bonds more often than semi - annually, the Trustee shall be instructed to give notice to the Bond Insurer of any failure of the Authority to make timely payment in full of such deposits within two Business Days of the date due . Section 4.4 Surplus Fund. Any amounts transferred to the Surplus Fund pursuant to subsection 4.2 hereof shall no longer be considered Revenues and are not pledged to repay the Bonds. So long as Local Obligations are outstanding, on September 1 of each year the balance, if any, in the Surplus Fund shall (i) be transferred by the Trustee to the City for credit to the special tax fund for the Local Obligations, and each Community Facilities District shall be credited a percentage of the total amount available on each September 1 that is equal to the percentage which each series of its outstanding Local Obligation represents of all outstanding Local Obligations held by the Trustee as of the date of disbursement or (ii) as set forth in a Request of the City be applied to the redemption of Local Obligations pursuant to the terms of the Local Obligation Bond Indenture with each series of Local Obligations to be credited a percentage of the total amount available on each September 1 that is equal to the percentage which a series of outstanding Local Obligations represents of all outstanding Local Obligations held by the Trustee as of the date of disbursement. In the event that the Local Obligations have been redeemed or defeased in whole or in part, then such credit shal l be applied among the Local Obligations based on a Certificate of an Independent Financial Consultant prepared at the direction of the Authorized Representative of the City. In the event all Community Facilities Districts are no longer obligated to levy Special Taxes to repay Local Obligations, then any amounts in the Surplus Fund may be used by the Authority for any lawful purpose, including, but not limited to, the payment of expenses of the Authority, the City or the Community Facilities Districts relating to the Bonds, the Local Obligations, the Community Facilities Districts, or any other purpose as specified in a Request of the Authority delivered to the Trustee. Page 282 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 4895-2897-2440v5/024036-0097 On September 1 of the year preceding the year of the final maturity of the Bonds, the re maining balance in the Surplus Fund shall be credited by the Trustee on a proportionate basis, to the special tax fund established with respect to Local Obligations of the Community Facilities Districts. Such amounts shall be applied to reduce debt service payments on Local Obligations. Section 4.5 Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments. The Trustee shall be entitled to conclusively rely on any such Request of the Authority and shall be fully protected in relying thereon. In the absence of any such Request of the Authority the Trustee shall hold such moneys uninvested. Permitted Investments purchased as an investment of moneys in any fund or account established pursuant to this Indenture shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made; provided, however, that all interest or gain derived from the investment of amounts in the accounts of the Reserve Fund shall, to the extent the balance in any account thereof exceeds, on September 1 of each year, its Proportionate Share of the Reserve Requirement as set forth in Section 4.3(a) hereof, be withdrawn by the Trustee on such September 1, commencing September 1, 2025, and deposited to the special tax fund of the Community Facilities Districts to be applied to the payment of debt service on the applicable Local Obligations on the next Interest Payment Date. For purposes of acquiring any investments hereunder, the Trustee may commingle moneys held by it in any of the funds and accounts held by it hereunder. The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account. The Trustee and its affiliates may act as advisor, sponsor, principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee and its affiliates may make any and all investments permitted herein through its own investment department. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section 4.5. The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Authority further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder or brokers selected by the Authority. Upon the Authority’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. Section 4.6 Valuation and Disposition of Investments. For the purpose of determining the amount in any fund or account, the value of Permitted Investments credited to such fund or account shall be valued at the original cost thereof (excluding any brokerage commissions and excluding any Page 283 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 4895-2897-2440v5/024036-0097 accrued interest) provided that the investment of any funds held in the Reserve Fund, shall be valued at fair market value and marked to market at least quarterly by the Authority. ARTICLE V COVENANTS OF THE AUTHORITY Section 5.1 Punctual Payment. The Authority shall punctually pay or cause to be p aid the principal and interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues, and other assets pledged for such payment as provided in this Indenture. Section 5.2 Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds. Section 5.3 Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues, and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture. Subj ect to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purpose s. Section 5.4 Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, the Local Obligations and other assets purported to be pledged and assigned under this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited, special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of Article VI hereof and to the extent permitted by law, defend, preserve and protect said pledge and assignment of the Revenues, the Local Obligations and other assets and all the rights of the Bond Owners under this Inde nture against all claims and demands of all persons whomsoever. Section 5.5 Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards in which complete and accurate entries shall be made of transactions made by it relating to the proceeds of Bonds, the Revenues, the Local Obligations and all funds and accounts established pursuant to this Indenture. Such books of record and a ccount shall be available for inspection by the Authority and the Community Facilities Districts upon reasonable prior notice during regular business hours and under reasonable circumstances, in each case as agreed to by the Trustee. Page 284 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 4895-2897-2440v5/024036-0097 Not later than 45 days following each Interest Payment Date, the Trustee shall prepare and file with the Authority a report in the Trustee’s standard statement format setting forth: (i) amounts withdrawn from and deposited into each fund and account maintained by the Trustee u nder this Indenture; (ii) the balance on deposit in each fund and account as of the date for which such report is prepared; and (iii) a brief description of all obligations held as investments in each fund and account. Copies of such reports may be mailed to any Owner upon the Owner’s written request to the Trustee at the expense of such Owner at a cost not to exceed the Trustee’s actual costs of duplication and mailing. Section 5.6 Conditions to Issuance of Additional Obligations. Except as set forth in this Section 5.6, the Authority covenants that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of Revenues in whole or in part. The Authority may issue Additional Bonds in such principal amount as shall be determined by the Authority, pursuant to a Supplemental Indenture adopted or entered into by the Authority but only for the purpose of refunding all or a portion of the 2024 Bonds or any Additional Bonds. Such Additional Bonds may be issued subject to the following conditions precedent: (a) The Authority shall be in compliance with all covenants set forth in this Indenture and all Supplemental Indentures. (b) The Supplemental Indenture providing for the issuance of such Additional Bonds shall provide that interest thereon shall be payable on March 1 and September 1, and principal thereof shall be payable on September 1 in any year in which principal is payable. (c) Prior to the delivery of any Additional Bonds, a written certificate must be provided to the Authority and the Trustee by an Independent Financial Consultant which certifies that following the issuance of the Series of Additional Bonds, the principal and interest generated from the Local Obligations is adequate to make the timely payment of principal and interest due on all Outstanding Bonds and the Series of Additional Bonds to be issued hereunder. (d) The Supplemental Indenture providing for the issuance of such Additional Bonds may provide for the establishment of separate funds and accounts. (e) No Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) shall have occurred and be continuing with respect to the Bonds or any of the Local Obligations unless such Event of Default shall be cured upon the issuance of the Additional Bonds. (f) The Authority shall deliver to the Trustee a written Certificate of the Authority certifying that the conditions precedent to the issuance of such Additional Bonds set forth in subsections (a), (b), (c), (d) and (f) of this Section 5.6 above have been satisfied and that, upon the issuance of such Additional Bonds an amount equal to the Reserve Requirement, as adjusted (if necessary) to reflect the issuance of such Additional Bonds will be on deposit in the Reserve Fund. Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in this Section 5.6, no such issuance may occur if the Reserve Fund is not fully funded at the Reserve Requirement. Page 285 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 4895-2897-2440v5/024036-0097 So long as any Bonds remain outstanding or any amounts are owed to the Bond Insurer by the Authority, without the prior written consent of the Bond Insurer, the Authority shall not issue any Additional Bonds that bears interest at other than fixed rates or permits or requires the Owner to tender such indebtedness for purchase prior to the stated maturity thereof. Section 5.7 Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on any Bonds which are Tax-Exempt Obligations will not be adversely affected for federal income tax purposes, the Authority covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (a) Private Activity. The Authority will not take or omit to take any action or make any use of the proceeds of the Bonds which are Tax-Exempt Obligations or of any other moneys or property which would cause such Bonds to be “private activity bonds” within the meaning of Section 141 of the Code. (b) Arbitrage. The Authority will make no use of the proceeds of the Bonds which are Tax-Exempt Obligations or of any other amounts or property, regardless of the source, or take or omit to take any action which would cause such Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. (c) Federal Guarantee. The Authority will make no use of the proceeds of the Bonds which are Tax-Exempt Obligations or take or omit to take any action that would cause such Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code. (d) Information Reporting. The Authority will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code. (e) Miscellaneous. The Authority will take no action inconsistent with its expectations stated in any Tax Certificate executed with respect to Bonds which are Tax-Exempt Obligations and will comply with the covenants and requirements stated therein and incorporated by reference herein. This Section and the covenants set forth herein shall not be applicable to, and nothing contained herein shall be deemed to prevent the Authority from issuin g Bonds the interest on which has been determined by the Board to be subject to federal income taxation. Section 5.8 Rebate Fund (a) Establishment. The Trustee shall establish a Rebate Fund, when needed, and shall maintain therein separate accounts (solely from amoun ts deposited by the Authority) designated the “Rebate Account” and the “Alternative Penalty Account.” Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds which are Tax-Exempt Obligations will not be adversely affected, the Authority shall cause to be deposited in each such account of the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposite d in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section 5.8 and the Tax Certificate unless and to the extent that the Authority delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income Page 286 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 4895-2897-2440v5/024036-0097 for federal income tax purposes of interest on such Bonds will not be adversely affected if such requirements are not satisfied. Notwithstanding any other provision of this Indenture, the Trustee shall be deemed conclusively to have complied with this Section 5.8 and the Tax Certificate if it follows the directions set forth in any Request of the Authority or Certificate of the Authority and shall be fully protected in so doing. The Trustee shall have no independent responsibility to, or liability resulting from its failure to, enforce compliance by the Authority with the terms of this Section 5.8 or the Tax Certificate. (b) Rebate Account. The following requirements shall be satisfied with respect to the Rebate Account: (i) Annual Computation. Within 55 days of the end of each Bond Year, the Authority shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Sect ion 148(f)(4)(B) and (C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “1½% Penalty”) has been made), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148 1(b) of the Rebate Regulations (the “Rebatable Arbitrage”). The Authority shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section 5.8. (ii) Annual Transfer. Within 55 days of the end of each applicable Bond Year, upon receipt of the Request of the Authority, an amount shall be deposited to the applicable Rebate Account by the Trustee from any Revenues specified by the Authority in the aforesaid Request of the Authority, if and to the extent required so that the balance in the Rebate Account shall equal the amount of Rebatable Arbitrage so calculated in accordance with (i) of this Subsection (b). In the event that immediately following the transfer required by the previous s entence, the amount then on deposit to the credit of a Rebate Account exceeds the amount required to be on deposit therein, upon receipt of a Request of the Authority, the Trustee shall withdraw the excess from the applicable Rebate Account and then credit the excess to the Revenue Fund. (iii) Payment to the Treasury. The Trustee shall pay, as directed by Request of the Authority, to the United States Treasury, out of amounts in the Rebate Account, (A) Not later than 60 days after the end of (A) the fifth Bond Year, and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage as set forth in a Certificate of the Authority delivered to the Trustee calculated as of the end of such Bond Year; and (B) Not later than 60 days after the payment of all the Bonds, an amount equal to 100% of the Rebatable Arbitrage as set forth in a Certificate of the Authority delivered to the Trustee calculated as of the end of such applicable Bond Year, and any income attributable t o the Rebatable Arbitrage, as set forth in a Certificate of the Authority delivered to the Trustee computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from a Rebate Account, the amount in such Rebate Account is not sufficient to make such payment when such payment is due, the Authority shall calculate or cause to be calculated the amount of such deficiency and deposit with Page 287 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 4895-2897-2440v5/024036-0097 the Trustee an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (b) shall be made to the Internal Revenue Service Center, Ogden, Utah 84207 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T (which form shall be completed and provided by the Authority to the Trustee), or shall be made in such other manner as provided under the Code, in each case as specified in a Request of th e Authority delivered to the Trustee. (c) Alternative Penalty Account. (i) Six Month Computation. If the 1½% Penalty has been elected, within 85 days of each particular Six Month Period, the Authority shall determine or cause to be determined whether the 1½% Penalty is payable (and the amount of such penalty) as of the close of the applicable Six Month Period. The Authority shall obtain expert advice in making such determinations. (ii) Six Month Transfer. Within 85 days of the close of each Six Month Period, upon receipt of the Request of the Authority, the Trustee shall deposit in the Alternative Penalty Account from any source of funds (specified by the Authority in the aforesaid Request), if and to the extent required, so that the balance in the Alternative Penalty Account for a Series equals the amount of 1½% Penalty (as specified in such Request) due and payable to the United States Treasury determined by the Authority as provided in subsection (c)(i) above. In the event that immediately following the transfer provided in the previous sentence, the amount then on deposit to the credit of the Alternative Penalty Account exceeds the amount required to be on deposit therein to make the payments required by subsection (c)(iii) below, the Trustee, pursuant to a Certificate of the Authority, may withdraw the excess from the Alternative Penalty Account and credit the excess to the Revenue Fund. (iii) Payment to the Treasury. The Trustee shall pay, as directed by Request of the Authority, to the United States Treasury, out of amounts in the Alternative Penalty Account, not later than 90 days after the close of each Six Month Period the 1½% Penalty (as specified by the Authority in the aforesaid Request), if applicable and payable, computed by the Authority in accordance with Section 148(f)(4) of the Code. In the event that, prior to the time of any payment required to be made from the Alternative Penalty Account, the amount in such account is not sufficient to make such payment when such payment is due, the Authority shall calculate the amount of such deficiency and deposit with the Trustee an amount received from any legally available source of funds equal to such deficiency for transfer into the Alternative Penalty Account prior to the time such payment is du e. Each payment required to be made pursuant to this Subsection (c)(iii) shall be made to the Internal Revenue Service, Ogden, Utah 84207 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T (which form shall be completed and provided by the Authority to the Trustee) or shall be made in such other manner as provided under the Code. (d) Disposition of Unexpended Funds. Any funds remaining in the accounts of the Rebate Fund after redemption and payment of the Bonds and the payments of all amounts described in Subsection (b)(iii) or (c)(iii) (whichever is applicable) or provision made therefor satisfactory to the Trustee, including accrued interest and payment of all applicable fees to the Truste e, may, upon written request, be withdrawn by the Trustee and remitted to the Authority and utilized in any manner by the Authority. Page 288 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 4895-2897-2440v5/024036-0097 (e) Survival of Defeasance. Notwithstanding anything in this Section to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the Bonds. (f) Trustee. The Trustee shall have no responsibility to monitor or calculate any amounts payable to the U.S. Treasury pursuant to this Section and shall be deemed conclusively to have complied with its obligations hereunder if it follows the written instructions of the Authority given pursuant to this Section. Section 5.9 Local Obligations. Subject to the provisions of this Indenture (including Article VI), the Authority and the Trustee shall use reasonable efforts to collect all amounts due from the Community Facilities Districts pursuant to the Local Obligations and shall enforce, and take all steps, actions and proceedings which the Authority and Trustee determine to be reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations and covenants of the City and the Community Facilities Districts thereunder. The Authority shall instruct the Community Facilities Districts to authenticate and deliver to the Trustee the Local Obligations registered in the name of the Trustee. The Authority, the Trustee and a Community Facilities District may at any time consent to, amend or modify any of the Local Obligations of such Community Facilities District pursuant to the terms thereof, (a) with the prior consent of the Bond Insurer and the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, or (b) without the consent of any of the Owners or the Bond Insurer if such amendment or modification is for any one or more of the following purposes; provided, however, that any such amendment or modification which adversely affects the rights and interests of the Bond Insurer shall require the prior written consent of the Bond Insurer: (a) to add to the covenants and agreements of the Community Facilities Districts contained in such Local Obligations, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power therein reserved to or conferred upon the Community Facilities Districts; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in such Local Obligations, or in any other respect whatsoever as the Community Facilities District may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds in the opinion of Bond C ounsel filed with the Trustee; or (c) to amend any provision thereof to the extent necessary to comply with the Code, but only if and to the extent such amendment will not, in and of itself, adversely affect the exclusion from gross income of the interest on any Bonds under the Code theretofore issued on a tax- exempt basis, in the opinion of Bond Counsel filed with the Trustee; or (d) to provide for the issuance of an additional Series of Local Obligations subject to and in accordance with the provisions of the applicable Local Obligation Bond Indenture. Section 5.10 Sale of Local Obligations. Notwithstanding anything in this Indenture to the contrary, though subject to the prior consent of the Bond Insurer, the Authority may cause the Trustee to sell, from time to time, all or a portion of a Series of Local Obligations, provided that the Authority shall deliver to the Trustee: Page 289 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 4895-2897-2440v5/024036-0097 (a) a certificate of an Independent Accountant certifying that, following the sale of such Local Obligations and the Revenues to be paid to the Authority (assuming the timely payment of amounts due thereon with respect to any Local Obligations not then in default), together with interest and principal due on any Defeasance Securities pledged to the repayment of the Bonds and the Revenues then on deposit in the funds and accounts established hereunder (valuing any Permitted Investments held hereunder at the then fair market value thereof), will be sufficient to pay the principal of and interest on the Bonds when due; (b) if any Bonds are then rated by Standard & Poor’s a notification from Standard & Poor’s to the effect that such rating will not be withdrawn or reduced as a result of such sale of Local Obligations; and (c) an opinion of Bond Counsel that such sale of Local Obligations is authorized under the provisions of this Indenture and will not adversely affect the exclusion of interest on any Bonds theretofore issued on a tax-exempt basis from gross income for purposes of federal income taxation. Upon compliance with the foregoing conditions by the Authority, the Tr ustee shall sell such Local Obligations in accordance with the Request of the Authority and disburse the proceeds of the sale of such Local Obligations to the Authority or upon the receipt of a Request of the Authority shall deposit such proceeds in the Revenue Fund. Section 5.11 Continuing Disclosure Agreement. The Authority hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Agreement to be executed and delivered by the Authority in connection with the issuance of the Bonds. Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Section 5.11. For purposes of this Section, “Beneficial Owner” means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories and other intermediaries). Section 5.12 Books and Records. The Authority shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with generally accepted accounting principles, in which complete and accurate entries shall be made of all transactions relating to the Bond proceeds, the Revenues, the Local Obligations and all funds and accounts established pursuant to the Indenture (other than those records and accounts kept by the Trustee). Such books of record and account shall be available for inspection by the Trustee, the Independent Financial Consultant and the Community Facilities Districts, during regular business hours and upon twenty-four (24) hours, notice and under reasonable circumstances as agreed to by the Authority. Section 5.13 Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. Section 5.14 Pledged Revenues. The Authority represents it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Revenues that Page 290 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 4895-2897-2440v5/024036-0097 ranks on a parity with or prior to the pledge granted under this Indenture. The Authority shall not hereafter make any pledge or assignment of, lien on, or security interest in the Revenues payable senior to or on a parity with the pledge of Revenues established under this Indenture. ARTICLE VI THE TRUSTEE Section 6.1 Appointment of Trustee. Wilmington Trust, National Association, with a corporate trust office presently located in Costa Mesa, California, a national banking association organized and existing under and by virtue of the laws of the United States of America, is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Authority agrees that it will maintain a Trustee which is a trust company, association or bank of good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers, with a combined capital and surplus of at least Seventy-Fi ve Million Dollars ($75,000,000), and subject to supervision or examination by federal or state authority, or otherwise approved by the Bond Insurer in writing, so long as any Bonds are Outstanding. If such bank, association or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section 6.1, the combined capital and surplus shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee is hereby authorized to pay the principal of and interest and redemption premium (if any) on the Bonds when duly presented for payment at maturity, or on redemption pr ior to maturity, to make regularly scheduled interest payments, and to cancel any Bond upon payment thereof. Section 6.2 Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon an d subject to the following express terms and conditions: (a) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default hereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill and diligence in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, but shall not be responsible for the acts of any agents, attorneys or receivers appointed by it unless such appointment was the result of negligence or willful misconduct. The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty hereunder and may conclusively rely upon and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or omitted by it in accordance herewith. Page 291 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 4895-2897-2440v5/024036-0097 (c) The Trustee shall not be responsible for any recital herein, or in the Tax Certificate or the Bonds, or for any of the supplements thereto or instruments of further assurance, or for the validity, effectiveness or the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby and the Trustee shall not be bound to asce rtain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Authority hereunder or under Tax Certificate. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement, or recital in any offering memorandum, official statement, or other disclosure material prepared or distributed with respect to the issuance of the Bonds. (d) Except as provided in Section 3.2 hereof, the Trustee shall not be accountable for the use of any proceeds of sale of the Bonds delivered hereunder. The Trustee may become the Owner of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding. (e) The Trustee shall be entitled to request and receive written instructions from the Authority and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction thereof. The Trustee shall be protected and shall incur no liability in acting, or refraining from acting, without negligence, in reliance upon any notice, request, direction, consent, certificate, opinion, order, affidavit, letter, telegram, facsimile, bond, debenture, note, other evidence of indebtedness (including any Bond) or other paper or document believed by it to be genuine and correct and to have been signed, sent or presented by the proper person or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any informa tion contained therein. Any action taken or omitted to be taken by the Trustee without negligence pursuant to this Indenture upon the written request or direction, authority or consent of any person who at the time of making such request or direction or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at such person’s request unless the ownership of such Bond by such person shall be reflected on the Bond Register. (f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Certificate of the Authority and/or opinion of counsel as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default hereunder of which the Tru stee has been given notice or is deemed to have notice, as provided in Section 6.2(h) hereof, shall also be at liberty to accept a Certificate of the Authority and/or opinion of counsel to the effect that any particular dealing, transaction or action is necessary or expedient, and shall be fully protected in relying thereon, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and notwithstanding any other provision of this Indenture, the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. Page 292 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 4895-2897-2440v5/024036-0097 (h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except where a Responsible Officer has actual knowledge of such Event of Default and except for the failure by the Authority to make any of the payments to the Trustee required to be made by the Authority pursuant hereto, including payments on the Local Obligations, or failure by the Authority to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds, unless a Responsible Officer shall be specifically notified in writing of such default by the Authority or by the Owners of at least twenty five percen t (25%) in aggregate principal amount of the Outstanding Bonds and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered to a Responsible Officer at the Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid. Delivery of a notice to the officer and address for the Trustee set forth in Section 9.12 hereof, as updated by the Trustee from time to time, shall be deemed notice to a Responsible Officer. (i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right fully to inspect all books, papers and records of the Authority pertaining to the Bonds, and to make copies of any of such books, papers and records such as may be desired but which is not privileged by statute or by law. (j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the performance of its duties hereunder. (k) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Bonds, the withdrawal of any c ash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, as may be deemed desirable by the Trustee in its sole discretion for the purpose of establishing the right of the Authority to the execution of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (l) Before taking any action referred to in Sections 6.5, 8.2, or this Article, the Trustee may require that security or indemnity satisfactory to it in its sole and exclusive discretion be furnished for the reimbursement of all expenses to which it may be pu t and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any such action. (m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds. (n) Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Article VI. (o) The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other Page 293 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 4895-2897-2440v5/024036-0097 party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, war, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, litigation or arbitration involving a pa rty or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occur rences beyond the control of the Trustee. (p) The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received a current incumbency certificate containing the specim en signature of such designated person. Any such instructions, directions and other communications furnished by electronic transmission shall be in the form of attachments in PDF format. (q) The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. Section 6.3 Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement by the Authority for reasonable fees for its services rendered hereunder and all advances (including any interest on advances), counsel fees and expenses (including fees and expenses of outside counsel and the allocated costs of internal attorneys) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default with respect to a Series, the Trustee shall have a first lien with right of payment prior to payment of any Bond upon the amounts held in Funds and accounts for such Series hereunder for the foregoing fees, charges and expenses incurred by it respectively. The Trustee’s right to payment of such fees and expenses shall survive the discharge and payment or defeasance of the Bonds and termination o f this Indenture, and the resignation or removal of the Trustee. Section 6.4 Notice to Bond Owners of Default. If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given, or is deemed to have notice, as provided in Section 6.2(h) hereof, then the Trustee shall promptly give written notice thereof to the Owner of each such Bond unless such Event of Default shall have been cured before the giving of such notice. Section 6.5 Intervention by Trustee. In any judicial proceeding to which the Authority is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.2(l) hereof, shall do so if requested in writing by the Owners of at least twenty five percent (25%) in aggregate principal amount of such Bonds then Outstanding. Section 6.6 Removal of Trustee. With the consent of the Bond Insurer, the Owners of a majority in aggregate principal amount of the Outstanding Bonds may and the Authority may, so long as no Event of Default then exists, upon 30 calendar days’ prior written notice to the Trustee and the Bond Insurer, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee and the Bond Insurer. Upon any such Page 294 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 4895-2897-2440v5/024036-0097 removal, the Authority shall appoint a successor or successors thereto; provided that any such successor shall be a bank, association or trust company meeti ng the requirements set forth in Section 6.1 hereof. Section 6.7 Resignation by Trustee. The Trustee and any successor Trustee may at any time resign and be discharged from its duties and obligations hereunder by giving prior written notice of its intention to resign to the Authority, the Community Facilities Districts, the Bond Insurer and the City by registered or certified mail. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee to which the Bond Insurer consents. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be sent to the Bond Insurer and the Bond Owners at their respective addresses set forth on the Bond Register. Section 6.8 Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.6 or 6.7, respectively, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within thirty (30) calendar days following the delivery to the Trustee of the instrument described in Section 6.6 or within thirty (30) calendar days following the receipt of notice by the Authority, the Community Facilities Districts, the Bond Insurer and the City pursuant to Section 6.7, the Trustee may, at the expense of the Authority, petition any court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.1 hereof. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Authority purporting to appoint a s uccessor Trustee following the expiration of such thirty (30) calendar day period. Section 6.9 Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall meet the requirements set forth in Section 6.1 hereof, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or furthe r act, anything herein to the contrary notwithstanding. The Trustee may assign its rights, duties and obligations hereunder in whole or in part, to an affiliate or subsidiary thereof, provided such Corporation, affiliate or subsidiary shall meet the requirements set forth in Section 6.1 hereof. Section 6.10 Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment hereunder and to the predecessor Trustee an instrument indemnifying the predecessor Trustee for any costs or claims arising during the time the successor Trustee serves as Trustee hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the Authority, or of the Trustee’s successor, execute and d eliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested Page 295 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 4895-2897-2440v5/024036-0097 or intended to be vested in the predecessor Trustee, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. Section 6.11 Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as a trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate co -trustee. The following provisions of this Section 6.11 are adopted to these ends. In the event that the Trustee or the Authority appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of the Trustee or separate or co-Trustee. Should any instrument in writing from the Authority be required by the separate trustee or co-trustee so appointed by the Trustee or the Authority for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. Section 6.12 Indemnification; Limited Liability of Trustee. The Authority further covenants and agrees to indemnify and save the Trustee and its officers, officials, directors, agents and employees, harmless from and against any damages, loss, cost, claims, expense (including legal fees and expenses of its attorneys), and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees. In no event shall the Trustee be responsible or liable for any consequential, punitive, indirect, incidental, or special damages or loss of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder unless security or indemnity satisfactory to it in its sole and absolute discretion against such liability or risk is provided to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of a majority (or any lesser amount that may direct the Trustee in accordance with the provisions of the Indenture) of the Owners of the principal amount of Bonds Outstanding or the Bond Insurer relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Page 296 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 4895-2897-2440v5/024036-0097 Indenture. The Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent or engaged in willful misconduct in ascertaining the pertinent facts. The rights of the Trustee and the obligations of the Authority under this Section 6.12 shall survive termination of this Indenture, discharge of the Bonds and resignation or removal of the Trustee. ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE Section 7.1 Amendment Hereof. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which shall become binding when the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and the prior written consent of the Bond Insurer are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums, if any, at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without written consent of the Trustee, modify any of the rights or obligations of the Trustee. This Indenture and the rights and obligations of the Authority and of the Owners of the B onds may also be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without consent of any Bond Owners, to the extent permitted by law but only for any one or more of the following purposes; provided, howe ver, that any such amendment or modification which adversely affects the rights and interests of the Bond Insurer shall require the prior written consent of the Bond Insurer: (a) to add to the covenants and agreements of the Authority contained in this Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such addition, limitation or surrender of such rights or powers shall not materially adversely affect the Owners of the Bonds; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or (c) to amend any provision hereof relating to the Code as may be necessary or appropriate to assure compliance with the Code and the exclusion from gross income of interest on the Bonds theretofore issued on a tax-exempt basis, including, but not limited to, amending the procedures set forth in Section 5.8 hereof with respect to the calculation of Rebatable Arbitrage; or (d) to amend or clarify any provision hereof to provide for the issuance of any Additional Bonds on a parity with the Bonds for all purposes of this Indenture, including, but not limited to, for the purpose of exercising all rights and remedies hereunder; or Page 297 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 4895-2897-2440v5/024036-0097 (e) to amend the provisions of Section 4.4 hereof; or (f) to provide for the issuance of Additional Bonds in accordance with the provisions of Section 5.6 hereof. The Trustee shall be furnished, at the expense of the Authority, an opinion of Bond Counsel that any such Supplemental Indenture entered into by the Authority and the Trustee complies with the provisions of this Article VII and the Trustee may conclusively rely upon such opinion and shall be fully protected in relying thereon. Section 7.2 Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of this Indenture for any and all purposes. Section 7.3 Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that any affected Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of its Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such Bond Owners’ action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds. Section 7.4 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Bond Owner, with the Bond Insurer’s consent, from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS Section 8.1 Events of Default. The following events shall be Events of Default hereunder. (a) Default in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether a t maturity as therein expressed, by proceedings for redemption, by declaration or otherwise. (b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable. (c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default shall have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee, or to the Page 298 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 4895-2897-2440v5/024036-0097 Authority and the Trustee by the Owners of not less than twenty five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding, provided that such default (other than a default arising from nonpayment of the Trustee’s fees and expenses, which must be cured within such 30 day period) shall not constitute an Event of Default hereunder if the Authority shall with the writte n approval of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), commence to cure such default within said thirty (30) day period and thereafter diligently and in good faith shall cure such default within a reasonable period of time; or (d) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Authority, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for t he relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property. Section 8.2 Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture. Subject to Secti on 8.3, in the event of an Event of Default arising out of a nonpayment of Trustee’s fees and expenses, the Trustee may sue the Authority to seek recovery of its fees and expenses, provided, however, that such recovery may be made only from the funds of the Authority and not from Revenues. If an Event of Default shall have occurred and be continuing and if requested to do so by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds, and, in each case, if indemnified as provided in Section 6.2(l), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII and, as applicable, under the Local Obligations, as the Trustee, being advised by counsel, shall deem mos t expedient in the interests of the Bond Owners. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. In no event shall the principal of the Bonds be accelerated. Section 8.3 Application of Revenues and Other Funds After Event of Default . All amounts received by the Trustee with respect to the Bonds pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid – Page 299 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 4895-2897-2440v5/024036-0097 First, to the payment of the costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel (including outside counsel and the allocated costs of internal attorn eys), and to the payment of all other outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority; (a) first to the payment of all installments of interest on the Bonds then due and unpaid, (b) second, to the payment of all installments of principal of the Bonds then due and unpaid, and (c) third, to the payment of interest on overdue installments of principal and interest on Bonds. Section 8.4 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwi se, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, it may, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds opposing such discontinuance, withdrawal, compromise, settlement or other such litigation and provided further that the Trustee shall have the right to decline to comply with such written request unless indemnification satisfactory to it has been provided. Any suit, action or proceeding which any Owner of Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact. Section 8.5 Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. Page 300 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 45 4895-2897-2440v5/024036-0097 Section 8.6 Non Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds, shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of t he Bonds at the respective dates of maturity, as herein provided, out of the Revenues and other moneys herein pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair an y such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners, as the case may be. Section 8.7 Rights and Remedies of Bond Owners. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or i n equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable t o the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Section 8.8 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Page 301 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 46 4895-2897-2440v5/024036-0097 ARTICLE IX MISCELLANEOUS Section 9.1 Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Revenues or for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Revenues). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness. The Bonds shall be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premium (if any) on or principal of the Bonds. The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Bonds and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues e xcept the Revenues and other funds pledged to the payment thereof as in this Indenture provided. Section 9.2 Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the Bond Insurer and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, the Bond Insurer and the Owners of Bonds. Section 9.3 Discharge of Indenture. The Authority may pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on de posit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums; or (c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, Defeasance Securities in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. Any Outstanding Bond or Bonds shall be deemed to have been paid and discharged under (b) or (c) above if (i) in the case of Bonds to be redeemed prior to the maturity thereof, notice of such Page 302 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 47 4895-2897-2440v5/024036-0097 redemption shall have been provided pursuant to Section 2.2(d) hereof or provision satisfactory to the Trustee shall have been made for the provision of such notice, (ii) the Authority shall have delivered an escrow agreement with respect to the deposits under (b) or (c) above (which shall be acceptable in form and substance to the Bond Insurer, so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy); (iii) with respect to a deposit under (c) above, a verification report of an Independent Accountant shall be delivered to the Trustee and the Bond Insurer, and (iv) an opinion of Bond Counsel shall be delivered to the Trustee and the Bond Insurer to the effect that the requirements of this Indenture have been satisfied with respect to such discharge of Bonds. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. Upon a discharge of one or more Bonds as described above, and notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Revenues, and other funds provided for in this Indenture with respect to such Bonds, as applicable, and all other pecuniary obligations of the Authority under this Indenture with respect to such Bonds, shall cease and terminate, except only the obligation of the Authority to comply with the covenants contained in Sections 5.7 and 6.12 hereof, and to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose. Any funds thereafter held by the Trustee, which are not required for said purposes, shall be paid over to the Authority or upon a Request of the Authority to the City or the Community Facilities Districts, as applicable. Defeasance shall be accomplished only with an irrevocable deposit in escrow of cash and/or Defeasance Securities. Further substitutions of securities in the escrow are not permitted. The deposit in the escrow must be sufficient, without reinvestment, to pay all principal an d interest as scheduled on the Bonds to and including the date of redemption. This Indenture shall not be discharged until all amounts due or to become due to the Bond Insurer shall have been paid in full in accordance with Section 10.3. The Authority’s obligation to pay such amounts shall expressly survive payment in full of the payments of principal of and interest on the Bonds. Section 9.4 Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Authority is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not. Section 9.5 Content of Certificates. Every certificate by or on behalf of the Authority with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any such certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such Page 303 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 48 4895-2897-2440v5/024036-0097 officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations b y an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Section 9.6 Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 9.6. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgements of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof. The ownership of Bonds shall be conclusively proved by the Bond Register. Any request, consent or vote of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligation as the Trustee considers fair and reasonable for the purpose of obtaining any such action. Section 9.7 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority, the City or the Community Facilities Districts (but excluding Bonds held in any employees’ or retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded. Upon request, the Authority shall specify to the Trustee those Bonds disqualified pursuant to this Section 9.7 and the Trustee may conclusively rely upon such certificate. Section 9.8 Waiver of Personal Liability. No officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the performance of any official duty provided by law. Page 304 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 49 4895-2897-2440v5/024036-0097 Section 9.9 Entire Agreement; Partial Invalidity. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The Authority hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. Section 9.10 Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Authority or the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trust ee shall destroy such Bonds in accordance with the retention policy of the Trustee then in effect. Section 9.11 Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and m aintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof. Section 9.12 Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by fax or other electronic transmiss ion, addressed as follows: If to the Authority: Chula Vista Municipal Financing Authority c/o City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 Attention: Executive Director If to the Community Facilities Districts (as applicable): [Name of Community Facilities District] c/o City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 Attention: City Manager Page 305 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 50 4895-2897-2440v5/024036-0097 If to the Trustee: Wilmington Trust, National Association 650 Town Center Drive, Suite 800, Costa Mesa, CA 92626 Attention: Corporate Trust Department Fax No.: (714) 384-4151 If to the Bond Insurer: __________ __________ __________ Attention: __________ Re: Policy No. _________ __________ The Authority, the City, the Trustee and the Bond Insurer may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Any such notice, certificates or other communications furnished by electronic transmission shall be in the form of attachments in PDF format. In each case in which notice or other communication to the Bond Insurer refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel, and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” Section 9.13 Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become du e and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, shall be repaid by the Trustee to the Authority, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Authority for the payment of such Bonds; provided, however, that before being required to make such payment to the Authority, the Trustee shall, at the expense of Authority, cause to be mailed to the Owners of all such Bonds, at their respective addresses appe aring on the Bond Register, a notice that said moneys remain unclaimed and that, after a date in said notice, which date shall not be less than thirty (30) days after the date of mailing such notice, the balance of such moneys then unclaimed will be returned to the Authority. Section 9.14 Payment Due on Other than a Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in the Indenture, is not a Business Day, such payment, with no intere st accruing for the period after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture. Section 9.15 Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State of California. Page 306 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 51 4895-2897-2440v5/024036-0097 ARTICLE X MUNICIPAL BOND INSURANCE POLICY AND RESERVE SURETY BOND Section 10.1 Rights of the Bond Insurer. As long as the Insurance Policy is in full force and effect, the Authority and the Trustee agree to comply with the following provisions, notwithstanding anything in this Indenture to the contrary. (a) The prior written consent of the Bond Insurer shall be a condition precedent to the deposit of any other Reserve Credit Facility, other than the Reserve Surety Bond, provided in lieu of a cash deposit into the Reserve Fund. Amounts on deposit in the Reserve Fund shall be applied solely to the payment of debt service due on Outstanding Bonds, and the Trustee shall draw on the Reserve Accounts of the Reserve Fund to pay debt service and exhaust amounts on deposit or otherwise available therein prior to making any claim on the Insurance Policy. (b) The Bond Insurer shall be deemed to be the sole holder of the 2024 Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners of the 2024 Bonds are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of t he Trustee. In furtherance thereof and as a term of this Indenture and each 2024 Bond, the Trustee (solely with respect to the 2024 Bonds) and each Owner of a 2024 Bond appoint the Bond Insurer as their agent and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of any proceeding by or against the Authority or any Community Facilities District under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with re spect to the 2024 Bonds) and each Owner of a 2024 Bond delegate and assign to the Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of a 2024 Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Owners of 2024 Bonds shall expressly include mandamus. (c) Upon the occurrence of an optional redemption of 2024 Bonds in part, the selection of such 2024 Bonds to be redeemed shall be subject to the approval of the Bond Insurer; provided, however, that with respect to an optional redemption of 2024 Bonds in part resulting fro m the redemption of all outstanding maturities of a series of Local Obligations, such approval of the Bond Insurer shall not be required. The exercise of any provision of this Indenture which permits the purchase of 2024 Bonds in lieu of redemption shall require the prior written approval of the Bond Insurer if any 2024 Bond so purchased is not cancelled upon purchase. (d) The rights granted to the Bond Insurer under this Indenture or under the Local Obligation Bond Indentures to request, consent to or direct any action are rights granted to the Bond Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Bond Insurer of such rights is merely an exercise of the Bond Insurer’s contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners of the 2024 Bonds and such action does not evidence any position of the Bond Insurer, affirmative or negative, as to whether the consent of the Page 307 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 52 4895-2897-2440v5/024036-0097 Owners of the 2024 Bonds or any other person is required in addition to the consent of the Bond Insurer. (e) Each of the Authority and the Trustee, to the extent directed by the Authority, at the expense of the Authority, covenants and agrees to take such action (including filing UCC continuation statements) as is necessary from time to time to preserve the priority of the pledge of the Revenues under applicable law. (f) The Bond Insurer is hereby deemed a third party beneficiary to this Indenture. Section 10.2 Payments under the Insurance Policy. (a) If, on the third Business Day prior to the related scheduled interest payment date or principal payment date (“Payment Date”) there is not on deposit with the Trustee, after making all transfers and deposits required under this Indenture, moneys sufficient to pay the principal of and interest on the 2024 Bonds due on such Payment Date, the Trustee shall give notice to the Bond Insurer and to its designated agent (if any) (the “Insurer’s Fiscal Agent”) by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the 2024 Bonds due on such Payment Date, the Trustee shall make a claim under the Insurance Policy and give notice to the Bond Insurer and the Bond Insurer’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the 20 24 Bonds and the amount required to pay principal of the 2024 Bonds, confirmed in writing to the Bond Insurer and the Bond Insurer’s Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy. (b) The Trustee shall designate any portion of payment of principal on 2024 Bonds paid by the Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of 2024 Bonds registered to the then current Owners of the 2024 Bonds, whether DTC or its nominee or otherwise, and shall issue a replacement 2024 Bond to the Bond Insurer, registered in the name of __________, in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee’s failure to so designate any payment or issue any replacement 2024 Bond shall have no effect on the amount of principal or interest payable by the Authority on any 2024 Bond or the subrogation rights of the Bond Insurer. (c) The Trustee shall keep a complete and accurate record of all funds deposited by the Bond Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any 2024 Bond. The Bond Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee. (d) Upon payment of a claim under the Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners of the 2024 Bonds referred to herein as the “Policy Payments Account” and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Insurance Policy in trust on behalf of Owners of the 2024 Bonds and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Owners of the 2024 Bonds in the same manner as Page 308 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 53 4895-2897-2440v5/024036-0097 principal and interest payments are to be made with respect to the 2024 Bonds under the sections hereof regarding payment of 2024 Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Authority agrees to pay to the Bond Insurer (i) a sum equal to the total of all amounts paid by the Bond Insurer under the Insurance Policy (the “Insurer Advances”); and (ii) interest on such Insurer Advances from the date paid by the Bond Insurer until payment thereof in full, payable to the Bond Insurer at the Late Payment Rate per annum (collectively, the “Insurer Reimbursement Amounts”). For purposes of this Section 10.2, “Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the 2024 Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. The Authority hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Revenues and payable from such Revenues on a parity with debt service due on Outstanding Bonds. (e) Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following an Interest Payment Date shall promptly be remitted to the Bond Insurer. (f) The Bond Insurer shall, to the extent it makes any payment of principal of or interest on the 2024 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Authority to the Bond Insurer under this Indenture, the 2024 Bonds, the Local Obli gations and the Local Obligation Bond Indentures (collectively, the “Transaction Documents”) shall survive discharge or termination of such Transaction Documents. (g) After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Authority only after the payment of past due and current debt service on the 2024 Bonds and amounts required to restore the Reserve Fund to the Reserve Requirement. (h) The Bond Insurer shall be entitled to pay principal or interest on the 2024 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Authority (as such terms are defined in the Insurance Policy) whether or not the Bond Insurer has received a notice of Nonpayment or a claim upon the Insurance Policy. Section 10.3 Amounts Paid by Insurer. Amounts paid by the Bond Insurer under the Insurance Policy and the Reserve Surety Bond shall not be deemed paid for purposes of this Indenture and the 2024 Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Authority in accordance with this Indenture. This Indenture shall not be discharged unless all amounts due or to become due to the Bond Insurer have been paid in full or duly provided for. Page 309 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 54 4895-2897-2440v5/024036-0097 Section 10.4 Reimbursement of Insurer Fees. The Authority shall pay or reimburse the Bond Insurer from Revenues any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Transaction Document; (ii) the pursuit of any remedies under this Indenture or any other Transaction Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Indenture or any other Trans action Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with this Indenture or any other Transaction Document or the transactions contemplated thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligations under the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture or any other Transaction Document. Section 10.5 Provision of Information to Insurer. The Bond Insurer shall be provided with the following information by the Authority or the Trustee, as the case may be: (a) Notice of any draw upon the Reserve Fund within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of Bonds; (b) Notice of any default known to the Trustee or the Authority within five Business Days after knowledge thereof; (c) Prior notice of the redemption of any of the Bonds or the Local Obligations, including the principal amount, maturities and CUSIP numbers thereof; (d) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; (e) Notice of the commencement of any Insolvency Proceeding by or against the Authority or a Community Facilities District; (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfe r of any payment of principal of, or interest on, the Bonds; (g) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Transaction Documents; (h) All reports, notices and correspondence to be delivered to Bond Owners under the terms of the Transaction Documents; and (i) All information furnished to Bond Owners pursuant to the Continuing Disclosure Agreement shall also be provided to the Bond Insurer, simultaneously with the furnishing of such information. In addition, the Bond Insurer shall have the right to receive such additional information as it may reasonably request. Page 310 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 55 4895-2897-2440v5/024036-0097 Section 10.6 Discussion of and Access to Information. The Authority shall permit the Bond Insurer to discuss the affairs, finances and accounts of the Authority or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the Authority and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the Authority on any Business Day upon reasonable prior notice. Section 10.7 Notice to Insurer by Trustee. The Trustee shall notify the Bond Insurer of any failure of the Authority or the Community Facilities Districts to provide notices, certi ficates and other information under the Transaction Documents of which a Responsible Officer of the Trustee has actual knowledge. Section 10.8 Effect of Insurance Policy. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under this Indenture would adversely affect the security for the Bonds or the rights of the Owners of the Bonds, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy. Section 10.9 Impairment of Insurer’s Rights. No contract shall be entered into or any action taken by which the rights of the Bond Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Bond Insurer. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] Page 311 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4895-2897-2440v5/024036-0097 IN WITNESS WHEREOF, the Authority has caused this Indenture to be executed by the Executive Director of the Authority, attested by its Secretary, and the Trustee has caused this Indenture to be executed by one of its authorized officers, all as of the day and year first above written. CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: Executive Director ATTEST: Secretary WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Page 312 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4895-2897-2440v5/024036-0097 EXHIBIT A FORM OF SERIES 2024 BOND R-__ $__________ UNLESS THIS 2024 BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE AUTHORITY OR THE TRUSTEE FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY 2024 BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NUMBER: ____% September 1, 20__ __________ 1, 2024 _________ REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: AND NO/100 DOLLARS The CHULA VISTA MUNICIPAL FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues and other funds hereinafter referred to) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above (subject to any right of prior redemption hereinafter mentioned), the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this 2024 Bond (unless this 2024 Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, in which event it shall bear interest from such Interest Payment Date, or unless this 2024 Bond is authenticated on or prior to August 15, 2024, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this 2024 Bond, interest is in default on this 2024 Bond, this Page 313 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4895-2897-2440v5/024036-0097 2024 Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on September 1 and March 1 in each year, commencing September 1, 2024 (each, an “Interest Payment Date”) until the Maturity Date stated above or date of redemption of this 2024 Bond. The Principal Amount hereof is payable upon presentation and surrender hereof at the Trust Office (as defined in the Indenture) of Wilmington Trust, National Association (the “Trustee”). Interest hereon is payable by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs; provided, however, that payment of interest may be made by wire transfer to an account in the United States of America to any registered owner of 2024 Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee in writing at least five (5) Business Days before the Record Date for such Interest Payme nt Date. This 2024 Bond is one of a duly authorized issue of bonds of the Authority designated the “Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024” (the “2024 Bonds”), limited in principal amount to __________ Dollars ($__________), secured by an Indenture of Trust dated as of March 1, 2024 (the “Indenture”), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all supplemental indentures thereto for a description of the rights thereunder of the owners of the 2024 Bonds, of the nature and extent of the Revenues, of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby i ncorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. This 2024 Bond is a limited obligation of the Authority, payable solely from the Revenues and funds pledged under the Indenture. This 2024 Bond is not a debt of the City of Chula Vista (the “City”) or the State of California (the “State”) or any of its political subdivisions (except the Authority and only to the extent set forth in the Indenture), and none of said City, the State or any of its political subdivisions is liable hereon. The Authority has no taxing power. The 2024 Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, as amended, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”). The 2024 Bonds are limited obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues and certain othe r funds held by the Trustee as provided in the Indenture. The Revenues and such other funds constitute a trust fund for the security and payment of the principal of and interest on the 2024 Bonds, except to the extent otherwise provided in the Indenture. The full faith and credit of the Authority is not pledged to the payment of the principal of or interest or redemption premiums (if any) on the 2024 Bonds. The 2024 Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other funds as provided in the Indenture. The 2024 Bonds have been issued to provide funds to refund certain outstanding indebtedness of the Community Facilities Districts and the Authority, all as more particularly described in the Indenture. The obligations of the Community Facilities Districts to make payments of principal and interest on the Local Obligations are limited obligations secured only as set forth therein. Page 314 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4895-2897-2440v5/024036-0097 The 2024 Bonds are not subject to optional redemption prior to maturity. The 2024 Bonds are subject to special redemption on any Interest Payment Date from proceeds of early redemption of the Local Obligations from prepayments of Special Taxes (as such terms are defined in the Indenture), in whole or in part, from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, at the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 20__ through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the 2024 Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 60 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books in accordance with the provisions of the Indenture provided, however, so long as the 2024 Bonds are registered in the name of the Nominee, notice of redemption shall be given in such manner as complies with the requirements of DTC. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All 2024 Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date, provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the register ed owners of such 2024 Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the 2024 Bonds. If this 2024 Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. The 2024 Bonds are issuable as fully registered 2024 Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered 2024 Bonds may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount and maturity of fully registered 2024 Bonds of other authorized denominations. This 2024 Bond is transferable by the Registered Owner hereof, in person or by its attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this 2024 Bond. Upon such transfer a new fully registered 2024 Bond or 2024 Bonds, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Trustee shall not be required to register the transfer or exchange of any 2024 Bond (i) during the 15 days prior to selection of 2024 Bonds for redemption, or (ii) selected for redemption. The Authority and the Trustee may treat the Registe red Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Indenture and the rights and obligations of the Authority and of the owners of the 2024 Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, Page 315 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 4895-2897-2440v5/024036-0097 to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any 2024 Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any 2024 Bond without the express written consent of the owner of such 2024 Bond, (b) reduce the percentage of 2024 Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture. It is hereby certified by the Authority that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this 2024 Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Act, and that the amount of this 2024 Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act. This 2024 Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereo n shall have been signed by the Trustee. IN WITNESS WHEREOF, the CHULA VISTA MUNICIPAL FINANCING AUTHORITY has caused this 2024 Bond to be executed in its name and on its behalf by the facsimile signature of its Executive Director and attested by the facsimile signature of its Secretary, all as of the date set forth above. CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: Executive Director Attest: Secretary Page 316 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 4895-2897-2440v5/024036-0097 [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the 2024 Bonds described in the within-mentioned Indenture. Date: __________ , 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [FORM OF LEGAL OPINION] The attached is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, in connection with the issuance of, and dated as of the date of the original delivery of, the 2024 Bonds. A signed copy is on file in my office. Secretary of the Board of Directors of Chula Vista Municipal Financing Authority Page 317 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-6 4895-2897-2440v5/024036-0097 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within mentioned registered 2024 Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: _______________ Signature guaranteed: NOTE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. NOTE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within 2024 Bond in every particular without alteration or enlargement or any change whatsoever Page 318 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-7 4895-2897-2440v5/024036-0097 [FORM OF STATEMENT OF INSURANCE] __________ has delivered its municipal bond insurance policy (the “Policy”) with respect to the scheduled payments due of principal of and interest on the 2024 Bonds to Wilmington Trust, National Association, or its successors, as trustee for the 2024 Bonds (the “Trustee”). Said Policy is on file and available for inspection at the principal office of the Trustee and a copy thereof may be obtained from __________ or the Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owners of the 2024 Bonds acknowledge and consent to the subrogation rights of __________ as more fully set forth in the Policy. Page 319 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 4859-7508-6232v4/024036-0097 BOND INDENTURE Between CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $__________ CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) IMPROVEMENT AREA A 2024 SPECIAL TAX REFUNDING BONDS Dated as of March 1, 2024 Page 320 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents Page i 4859-7508-6232v4/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions ..................................................................................................................... 2 ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds ............................ 9 Section 2.2. Type and Nature of Bonds and Parity Bonds ................................................................ 9 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes ...................... 10 Section 2.4. Description of Bonds; Interest Rates .......................................................................... 10 Section 2.5. Place and Form of Payment ........................................................................................ 11 Section 2.6. Form of Bonds and Parity Bonds ................................................................................ 12 Section 2.7. Execution and Authentication ..................................................................................... 12 Section 2.8. Bond Register .............................................................................................................. 12 Section 2.9. Registration of Exchange or Transfer ......................................................................... 13 Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 13 Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 14 ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 14 Section 3.2. Deposits to and Disbursements from Special Tax Fund ............................................. 14 Section 3.3. Administrative Expense Fund ..................................................................................... 15 Section 3.4. Interest Account and Principal Account of the Special Tax Fund .............................. 16 Section 3.5. Reserve Account of the Special Tax Fund .................................................................. 16 Section 3.6. Redemption Account of the Special Tax Fund ........................................................... 17 Section 3.7. Surplus Fund ............................................................................................................... 18 Section 3.8. Investments ................................................................................................................. 19 ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds ................................................................................................. 20 Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 21 Section 4.3. Notice of Redemption ................................................................................................. 21 Section 4.4. Partial Redemption of Bonds or Parity Bonds ............................................................ 22 Section 4.5. Effect of Notice and Availability of Redemption Money ........................................... 22 ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty ..................................................................................................................... 23 Section 5.2. Covenants .................................................................................................................... 23 Page 321 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page ii 4859-7508-6232v4/024036-0097 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 27 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 28 Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds .......................................................................................................................... 29 ARTICLE VII TRUSTEE Section 7.1. Trustee ......................................................................................................................... 29 Section 7.2. Removal of Trustee ..................................................................................................... 30 Section 7.3. Resignation of Trustee ................................................................................................ 30 Section 7.4. Liability of Trustee ..................................................................................................... 30 Section 7.5. Merger or Consolidation ............................................................................................. 33 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default ........................................................................................................ 33 Section 8.2. Remedies of Owners ................................................................................................... 34 Section 8.3. Application of Revenues and Other Funds After Default ........................................... 35 Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35 Section 8.5. Appointment of Receivers .......................................................................................... 36 Section 8.6. Non-Waiver ................................................................................................................. 36 Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36 Section 8.8. Termination of Proceedings ........................................................................................ 37 ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance .................................................................................................................. 37 Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness ................................................................................................................ 38 ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds .................................................................... 40 Section 10.2. Execution of Documents and Proof of Ownership ..................................................... 40 Section 10.3. Unclaimed Moneys ..................................................................................................... 41 Section 10.4. Provisions Constitute Contract.................................................................................... 41 Section 10.5. Insurer Rights .............................................................................................................. 42 Section 10.6. Reimbursement of Insurer Fees .................................................................................. 42 Section 10.7. Provision of Information to Bond Insurer ................................................................... 42 Section 10.8. Discussion of and Access to Information ................................................................... 43 Page 322 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page iii 4859-7508-6232v4/024036-0097 Section 10.9. Future Contracts .......................................................................................................... 43 Section 10.10. Further Assurances ...................................................................................................... 43 Section 10.11. Entire Agreement; Severability ................................................................................... 43 Section 10.12. Notices ........................................................................................................................ 44 Signature Page ................................................................................................................................... S-1 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND ......................................... A-1 Page 323 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 4859-7508-6232v4/024036-0097 BOND INDENTURE THIS BOND INDENTURE dated as of March 1, 2024 (the “Indenture”), is made and entered into by the City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) and Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds and any Parity Bonds issued in accordance herewith from time to time. R E C I T A L S : WHEREAS, the City Council of the City of Chula Vista, located in San Diego County, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (the “District”) and the Improvement Area (as defined herein) therein pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the “Act”); and WHEREAS, the District has previously issued its Prior Bonds (as defined herein) in connection with the issuance by the Chula Vista Municipal Financing Authority of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”) to refinance certain public improvements; and WHEREAS, on February 20, 2024, the legislative body of the District adopted Resolution No. ___ (the “Resolution”) authorizing the issuance and sale of special tax bonds for the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities District No. 06- I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds” (the “Bonds”); and WHEREAS, it is in the public interest and for the benefit of the District, the persons responsible for the payment of special taxes and the owners of the Bonds that the District enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the bonds, and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the Trustee and issued as provided in the Act, the Resolution and this Indenture, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execu tion and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District does hereby covenant and agree, for the benefit of the Owners of the Bonds as follows: Page 324 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4859-7508-6232v4/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: “Account” means any account created pursuant to this Indenture. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 et seq. of the California Government Code. “Additional Reserve Policy” means a letter of credit, insurance policy, surety bond or other such funding instrument other than the Reserve Policy which is approved by the Bond Insurer and delivered to the Authority Trustee for the purpose of providing a portion of any reserve requirement for Authority Bonds. “Administrative Expenses” means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for Bonds or which are not otherwise paid as Costs of Issuance, any costs related to the District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds, the District, and any other costs otherwise incurred by the City on behalf of the District in order to carry out the pu rposes of the District as set forth in the Resolution of Formation and any obligation of the District hereunder. Administrative Expenses shall also include the administrative costs with respect to the collection of Delinquency Proceeds. “Administrative Expense Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Administrative Expense Requirement” means $20,000. “Annual Debt Service” means the principal amount of any Outstanding Bonds or Parity Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds or Parity Bonds in such Bond Year, if the Bonds and any Parity Bonds are retired as scheduled. “Authority” means the Chula Vista Municipal Financing Authority. “Authority Bonds” means any bonds outstanding under the Authority Indenture, which are secured in part by payments made on the Bonds and which may be secured in part by any Parity Bonds. “Authority Indenture” means that certain Indenture of Trust, dated as of March 1, 2024, by and between the Authority and the Authority Trustee, pursuant to which the Authority Bonds are issued. “Authority Trustee” means Wilmington Trust, National Association or any successor thereto appointed pursuant to the Authority Indenture. “Authorized Investments” means any of the following investments, if and to the extent the same are at the time legal for investment of the District’s funds (the Trustee is entitled to rely upon Page 325 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4859-7508-6232v4/024036-0097 investment direction from the District as a certification that such investment is an Authorized Investment): (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America (“U.S. Government Securities”). (2) Direct obligations* of the following federal agencies which are fully guaranteed by the full faith and credit of the United States of America: a. Export-Import Bank of the United States – Direct obligations and fully guaranteed certificates of beneficial interest b. Federal Housing Administration – debentures c. General Services Administration – participation certificates d. Government National Mortgage Association (“GNMAs”) – guaranteed mortgage-backed securities and guaranteed participation certificates e. Small Business Administration – guaranteed participation certificates and guaranteed pool certificates f. U.S. Department of Housing & Urban Development – local authority bonds g. U.S. Maritime Administration – guaranteed Title XI financings h. Washington Metropolitan Area Transit Authority – guaranteed transit bonds (3) Direct obligations* of the following federal agencies which are not fully guaranteed by the faith and credit of the United States of America: a. Federal National Mortgage Association (“FNMAs”) – senior debt obligations rated Aaa by Moody’s Investors Service (“Moody’s”) and AAA by Standard & Poor’s Ratings Services (“S&P”) b. Federal Home Loan Mortgage Corporation (“FHLMCs”) – participation certificates and senior debt obligations rated Aaa by Moody’s and AAA by S&P c. Federal Home Loan Banks – consolidated debt obligations d. Student Loan Marketing Association – debt obligations e. Resolution Funding Corporation – debt obligations (4) Direct, general obligations of any state of the United States of America or any subdivision or agency thereof whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured and unguaranteed * The following are explicitly excluded from the securities enumerated in 2 and 3: (i) All derivative obligations, including without limitation inverse floaters, residuals, interest-only, principal-only and range notes; (ii) Obligations that have a possibility of returning a zero or negative yield if held to maturity; (iii) Obligations that do not have a fixed par value or those whose terms do not promise a fixed dollar amount at maturity or call date; and (iv) Collateralized Mortgage-Backed Obligations (“CMOs”). Page 326 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4859-7508-6232v4/024036-0097 general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P. (5) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, P-1 by Moody’s and A-1 or better by S&P. (6) Certificates of deposit, savings accounts, deposit accounts or money market deposits in amounts that are continuously a nd insured by the Federal Deposit Insurance Corporation (“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund, and including funds for which the Trustee or its affiliates provide investment advisory or other management services. (7) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each case having maturities of not more than 365 days following the date of purchase) of any domestic commercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not considering holding company ratings). (8) Investments in money-market funds rated AAAm or AAAm-G by S&P, including funds for which the Trustee and its affiliates provide investment advisory or other management services. (9) Any other investment which the City is permitted by law to make, including without limitation investment in the Local Agency Investment Fund of the State of California (LAIF), provided that any investment of the type authorized pursuant to paragraphs (d), (f), (h) and (i) of Section 53601 of the California Government Code are additionally restricted as provided in the appropriate paragraph or paragraphs above applicable to such type of investment and provided further that investments authorized pursuant to paragraphs (k) and (m) of Section 53601 are not permitted. “Authorized Representative of the City” means the Mayor, the City Manager, the Assistant City Manager, the Finance Director or any other Person designated by the City Manager or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Representative of the City. “Bond Counsel” means any attorney at law or firm of attorneys selected by the City, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Insurer” means any municipal bond insurance company providing bond insurance under the Authority Indenture. “Bond Register” means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds and any Parity Bonds shall be recorded. “Bond Year” means the twelve month period commencing on September 1 of each year and ending on September 1 of the following year, except that the first Bond Year for the Bonds or an issue of Parity Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date. Page 327 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4859-7508-6232v4/024036-0097 “Bondowner” or “Owner” means the person or persons in whose name or names any Bond or Parity Bond is registered. “Bonds” means the $__________ City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange, the Federal Reserve System, or banks or trust companies in New York, New York, Wilmington, Delaware or Los Angeles, California, or where the trust office of the Trustee is located, are not required or authorized by law, regulation or executive order to remain closed. “Certificate of an Authorized Representative” means a written certificate or warrant request executed by an Authorized Representative of the City. “CFD No. 06-I Improvement Area A Reserve Account” means the account by that name established by the Authority Indenture. “City” means the City of Chula Vista, County of San Diego, California. “City Council” means the City Council of the City. “Code” means the Internal Revenue Code of 1986, as amended, and any Regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. “Costs of Issuance” shall have the meaning set forth in the Authority Indenture. “Defeasance Securities” means any of the following: (a) non-callable direct obligations of the United States of America (“Treasuries”), (b) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not ava ilable to any person claiming through the custodian or to whom the custodian may be obligated, (c) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, and (d) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), securities eligible for “AAA” defeasance under then existing criteria of S&P. “Delinquency Proceeds” means the amounts collected from the redemption of delinquent Special Taxes and from the sale of property sold as a result of the foreclosure of the lien of the Special Tax resulting from the delinquency in the payment of Special Taxes due and payable on such property after the payment of all costs related to such foreclosure actions.. “Delivery Date” means, with respect to the Bonds and each issue of Parity Bonds, the date on which the bonds of such issue were issued and delivered to the initial purchasers thereof. “Developed Property” has the meaning ascribed to it in the Rate and Method of Apportionment. Page 328 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4859-7508-6232v4/024036-0097 “District” means the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) established pursuant to the Act and the Resolution of Formation. “Escrow Agent” means Wilmington Trust, National Association, acting as escrow agent pursuant to the Escrow Agreement. “Escrow Agreement” means that Escrow Agreement, dated as of March 1, 2024, between the Chula Vista Municipal Financing Authority and the Escrow Agent relating to the defeasance and refunding of the Prior Authority Bonds. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next following June 30. “Gross Special Taxes” means the amount of all Special Taxes received by the District, together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture for the delinquency of such Special Taxes remaining after the payment of all costs related to such foreclosure actions. “Improvement Area” means Improvement Area A of the District. “Independent Financial Consultant” means a financial consultant or f irm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: (1) is in fact independent and not under the domination of the District or the City; (2) does not have any substantial interest, direct or indirect, in the District or the City; and (3) is not connected with the District or the City as a member, officer or employee of the District or the City, but who may be regularly retained to make annual or other reports to the District or the City. “Indenture” means this Bond Indenture, together with any Supplemental Indenture approved pursuant to Article 6 hereof. “Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Authority Bonds when due. “Interest Payment Date” means each March 1 and September 1, commencing September 1, 2024, and the final maturity date of the Bonds; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date, and in the case of the final Interest Payment Date to and including such date, will be paid on the Business Day next preceding such date. “Maximum Special Tax” has the meaning ascribed to it in the Rate and Method of Apportionment. “Moody’s” means Moody’s Investors Service, its successors and assigns. Page 329 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4859-7508-6232v4/024036-0097 “Net Special Taxes” means Gross Special Taxes minus amounts set aside to pay Administrative Expenses. “Ordinance” means and ordinance of the City levying the Special Taxes, including Ordinance No. 2881 adopted by the legislative body of the District on October 22, 2002. “Outstanding” or “Outstanding Bonds and Parity Bonds” means all Bonds and Parity Bonds theretofore issued by the District, except: (1) Bonds and Parity Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1 hereof; (2) Bonds and Parity Bonds for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds or Parity Bonds), provided that, if such Bonds or Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture or any applicable Supplemental Indenture for Parity Bonds; and (3) Bonds and Parity Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 hereof or for which a replacement has been issued pursuant to Section 2.10 hereof. “Parity Bonds” mean bonds or other securities issued by the District and secured by a lien on the Net Special Taxes which is on parity with the lien thereon securing the Bonds. “Person” means natural persons, firms, corporations, partnerships, associati ons, trusts, public bodies and other entities. “Policy Costs” means repayment of all amounts due under the Reserve Policy and all amounts due with respect to any Additional Reserve Policy resulting from a failure by the District to pay the principal of and interest on the Bonds when due. “Prepayments” means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in the Improvement Area made in accordance with the Rate and Method of Apportionment. “Principal Office of the Trustee” means the principal corporate trust office of the Trustee in Costa Mesa, California, provided that for purposes of payment, redemption, exchange, transfer, surrender and cancellation of Bonds and Parity Bonds, such term means the principal corporate trust office of the Trustee in Costa Mesa, California, or such other office as the Trustee may from time to time designate in writing to the District and the Owners. “Prior Authority Bonds” means the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. “Prior Bonds” means the District’s Improvement Area A Special Tax Refunding Bonds, Series 2013, currently outstanding in the aggregate principal amount of $13,410,000. Page 330 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4859-7508-6232v4/024036-0097 “Proportionate Share” means, as of the date of calculation, the portion of the reserve requirement required under the Authority Indenture to be on deposit in the CFD No. 06-I Improvement Area A Reserve Account of the Reserve Fund, including any proportionate share of any Policy Costs. “Rate and Method of Apportionment” means that certain Rate and Method of Apportionment of Special Tax for the Improvement Area approved pursuant to the Resolution of Formation, as may be amended in accordance with the Act and this Indenture. “Rating Agency” means Moody’s and Standard & Poor’s, or both, as the context requires. “Record Date” means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. “Regulations” means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. “Reserve Account” means the account by that name established pursuant to Section 3.1 hereof. “Reserve Fund” means the fund by that name established by the Authority Indenture. “Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Bond Insurer on the date of issuance of the Bonds representing the reserve requirement established under the Authority Indenture. “Reserve Requirement” means zero with respect to the Bonds and with respect to any Parity Bonds the amount established by the District on the Delivery Date of such Parity Bonds. “Resolution of Formation” means Resolution No. 2002-361 adopted by the legislative body of the District on September 10, 2002, pursuant to which the City formed the District. “Sinking Fund Payment” means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with any annual sinking fund payment schedule to retire any Bonds or Parity Bonds which are designated as Term Bonds. “Special Tax Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Special Taxes” means the taxes authorized to be levied by the District on property within the Improvement Area in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the September 10, 2002 election in the District. “Standard & Poor’s” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns. “Supplemental Indenture” means any supplemental indenture amending or supplementing this Indenture. “Surplus Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. Page 331 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 4859-7508-6232v4/024036-0097 “Taxable Property” has the meaning ascribed to it in the Rate and Method of Apportionment. “Term Bonds” means the Bonds maturing on September 1, 20__ and any Parity Bonds for which Sinking Fund Payments are established in a Supplemental Indenture. “Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of Ame rica, at its principal corporate trust office in Costa Mesa, California, and its successors or assigns, or any other bank, association or trust company which may at any time be substituted in its place as provided in Sections 7.2 or 7.3 and any successor thereto. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds. Under and pursuant to the Act, the Bonds in the aggregate principal amount of $__________ shall be issued for the purposes of (a) refunding and defeasing the Prior Bonds and (b) funding the District’s share of the Costs of Issuance. Section 2.2. Type and Nature of Bonds and Parity Bonds. Neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof other than the District is pledged to the payment of the Bonds or any Parity Bonds. Except for the Net Special Taxes, no other taxes are pledged to the payment of the Bonds and Parity Bonds. The Bonds and any Parity Bonds are not general or special obli gations of the City nor general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund, as more fully described herein. The District’s limited obligati on to pay the principal of, premium, if any, and interest on the Bonds and any Parity Bonds from amounts in the Special Tax Fund is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds or any Parity Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and any Parity Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds and any Parity Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of the District’s property, or upon any of its income, receipts or revenues, except the Net Special Taxes and other amounts in the Special Tax Fund which are, under the terms of this Indenture and the Act, set aside for the payment of the Bonds and Parity Bonds and interest thereon and neither the members of the legislative body of the District or the City Council nor any persons executing the Bonds and Parity Bonds are liable personally on the Bonds and Parity Bonds by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Special Taxes for the payment of the interest on or the principal of or premium on the Bonds or any Parity Bonds, or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. Page 332 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 4859-7508-6232v4/024036-0097 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of and interest on the Bonds and any Parity Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Owners, and grant s thereto a lien on and a security interest in, all of the Net Special Taxes and any other amounts held in the Special Tax Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act. Pursuant to the Act and this Indenture, the Bonds and any Parity Bonds shall be equally payable from the Net Special Taxes and other amounts in the Special Tax Fund, without priority for number, date of the Bonds or Parity Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any Parity Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Special Taxes and other amounts in the Special Tax Fund, which are hereby set aside for the payment of the Bonds and any Parity Bonds. Amounts in the Special Tax Fund shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and any Parity Bonds and so long as any of the Bonds and any Parity Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary, Net Special Taxes deposited in the Surplus Fund shall no longer be considered to be pledged to the Bonds or any Parity Bonds, and none of the Surplus Fund, or the Administrative Expense Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude; (a) subject to the limitations herein, the redemption prior to maturity of any Bonds or Parity Bonds subject to call and redemption and payment of said Bonds or Parity Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California; or (b) the issuance, subject to the limitations contained herein, of Parity Bonds which shall be payable from Net Special Taxes. Section 2.4. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. The Bonds and any Parity Bonds of each issue shall be numbered as desired by the Trustee. The Bonds shall be designated “CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) IMPROVEMENT AREA A 2024 SPECIAL TAX REFUNDING BONDS.” The Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on September 1, 2024 and each Interest Payment Date thereafter: Page 333 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 4859-7508-6232v4/024036-0097 Maturity Date (September 1) Principal Amount Interest Rate $ % *Term Bond Interest shall be payable on each Bond and Parity Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that Bond or Parity Bond has been paid; provided, however, that if at the maturity date of any Bond funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture , such Bonds and Parity Bonds shall then cease to bear interest. Interest due on the Bonds and Parity Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Section 2.5. Place and Form of Payment. The Bonds and Parity Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and Parity Bonds and any premiums due upon the redemption thereof shall be payabl e upon presentation and surrender thereof at the Principal Office of the Trustee, or at the designated office of any successor Trustee; provided that so long as the Authority or the Authority Trustee on its behalf is the registered owner of all the Bonds, such presentment is not required. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bond, unless (i) such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond or Parity Bond, in which event interest shall be payable from the dated date of such Bond or Parity Bond; provided, however, that if at the time of authentication of such Bond or Parity Bond, interest is in default, interest on that Bond or Parity Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond or Parity Bond, interest on that Bond or Parity Bond shall be payable from its dated date. Interest on any Bond or Parity Bond shall be paid to the person whose name shall appear in the Bond Register as the Owner of such Bond or Parity Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed on the applicable Interest Payment Date by first class mai l, Page 334 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 4859-7508-6232v4/024036-0097 postage prepaid, to such Bondowner at his or her address as it appears on the Bond Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of $1,000,000 or more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account designated by such Owner. Section 2.6. Form of Bonds and Parity Bonds. The definitive Bonds shall be typewritten. The Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such Bonds and any Parity Bonds and of the certificate of authentication. Notwithstanding any provision in this Indenture to the contrary, the District may, in its sole discretion, elect to issue the Bonds and any Parity Bonds in book entry form. Until definitive Bonds or Parity Bonds shall be prepared, the District may cause to be executed and delivered in lieu of such definitive Bonds or Parity Bonds temporary bonds in typed, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds or Parity Bond s, except that they may be in any denominations authorized by the District. Until exchanged for definitive Bonds or Parity Bonds, any temporary bond shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds and Parity Bonds. If the District issues temporary Bonds, it shall execute and furnish definitive Bonds or Parity Bonds, as applicable, without unnecessary delay and thereupon any temporary Bond or Parity Bond may be surrendered to the Trustee at its office , without expense to the Owner, in exchange for a definitive Bond or Parity Bond of the same issue, maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds and Parity Bonds so surrendered shall be cancelled by the Trustee and shall not be reissued. Section 2.7. Execution and Authentication. The Bonds and Parity Bonds shall be signed on behalf of the District by the manual or facsimile signature of the Mayor of the City and by the manual or facsimile signature of the City Clerk, or any duly appointed deputy clerk, in their capacity as officers of the District. In case any one or more of the officers who shall have signed or sealed any of the Bonds or Parity Bonds shall cease to be such officer before the Bonds or Parity Bonds so signed and sealed have been authenticated and delivered by the Trustee (including new Bonds or Parity Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or Parity Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds or Parity Bonds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Only the Bonds or Parity Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A attached hereto shall be entitled to any right or benefit under this Indenture, and no Bond or Parity Bond shall be valid or obligatory for any purpose unt il such certificate of authentication shall have been duly executed by the Trustee. Section 2.8. Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds and any Parity Bonds which shall u pon reasonable prior notice be open to inspection by the District during all regular business hours, and, subject to the limitations set forth in Section 2.9 below, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, with reasonable notice, register or transfer or cause to be transferred on said Bond Register, Bonds and any Parity Bonds as herein provided. Page 335 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 4859-7508-6232v4/024036-0097 The District and the Trustee may treat the Owner of any Bond or Parity Bond whose name appears on the Bond Register as the absolute Owner of that Bond or Parity Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner’s address so that the Bond Register may be revised accordingly. Section 2.9. Registration of Exchange or Transfer. Subject to the limitations set forth in the following paragraph, the registration of any Bond or Parity Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond or Parity Bond for cancellation at the office of the Trustee, accompanied by delivery of written instrument of transfer in a form acceptable to the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. Bonds or Parity Bonds may be exchanged at the office of the Trustee for a like aggregate principal amount of Bonds or Parity Bonds for other authorized denominations of the same maturity and issue. The Trustee shall not collect from the Owner any charge for any new Bond or Parity Bond issued upon any exchange or transfer, but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the District. Whenever any Bonds or Parity Bonds shall be surrendered for registration of transfer or exchange, the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds or a new Parity Bond or Parity Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee shall not be required to register transfers or make exchanges of (i) Bonds or Parity Bonds for a period of 15 days next preceding any selection of the Bonds or Parity Bonds to be redeemed, or (ii) any Bonds or Parity Bonds chosen for redemption. Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds. If any Bond or Parity Bond shall become mutilated, the District shall execute, and the Trustee shall authenticate and deliver, a new Bond or Parity Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond or Parity Bond so mutilated, but only upon surrender to the Trustee of the Bond or Parity Bond so mutilated. Every mutilated Bond or Parity Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond or Parity Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemni ty satisfactory to the Trustee shall be given, the District shall execute and the Trustee shall authenticate and deliver, a new Bond or Parity Bond, as applicable, of like tenor, maturity and issue, numbered and dated as the Trustee shall determine in lieu of and in substitution for the Bond or Parity Bond so lost, destroyed or stolen. Any Bond or Parity Bond issued in lieu of any Bond or Parity Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the be nefits hereof with all other Bonds or Parity Bonds issued hereunder. The Trustee shall not treat both the original Bond or Parity Bond and any replacement Bond or Parity Bond as being Outstanding for the purpose of determining the principal amount of Bonds or Parity Bonds which may be executed, authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds or Parity Bonds Outstanding hereunder, but both the original and replacement Bond or Parity Bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond or Parity Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds or Parity Bonds Page 336 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 4859-7508-6232v4/024036-0097 Section 2.11. Validity of Bonds and Parity Bonds. The validity of the authorization and issuance of the Bonds and any Parity Bonds shall not be affected in any way by any defect in any proceedings taken by the District for the refunding of the Prior Bonds, and the recital contained in the Bonds or any Parity Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds. (a) There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (1) The Community Facilities District No. 06-I Improvement Area A Special Tax Fund (the “Special Tax Fund”) (in which there shall be established and created an Interest Account, a Principal Account, a Reserve Account and a Redemption Account); (2) The Community Facilities District No. 06-I Improvement Area A Administrative Expense Fund (the “Administrative Expense Fund”); and (3) The Community Facilities District No. 06-I Improvement Area A Surplus Fund (the “Surplus Fund”). The amounts on deposit in the foregoing funds and accounts shall be held by the Trustee on behalf of the District and shall be invested and disbursed in accordance with the provisions of this Article 3. The investment earnings thereon shall be disbursed in accordance with the provisions of Section 3.8 hereof. (b) Proceeds from the sale of the Bonds in the amount of $__________ (which amount is net of $__________ paid or retained by the Authority Trustee to pay the District’s share of the Costs of Issuance (as defined in the Authority Indenture) (including underwriter’s discount) and net of $__________retained by the Authority Trustee as the cash-funded portion of the District’s Proportionate Share of the Reserve Fund), shall be received by the Trustee and deposited and transferred as follows: (1) $__________ shall be transferred to the Escrow Agent for deposit in the escrow fund created under the Escrow Agreement; and (c) The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. Section 3.2. Deposits to and Disbursements from Special Tax Fund. (a) The Trustee shall deposit Gross Special Taxes identified as Delinquency Proceeds and transferred to the Trustee by the District as follows: (1) the amount specified by the District as representing past due interest on the Bonds and Parity Bonds shall be deposited to the Interest Account of the Special Tax Fund; and Page 337 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 4859-7508-6232v4/024036-0097 (2) the amount specified by the District as representing past due principal of the Bonds and Parity Bonds shall be deposited to the Principal Account of the Special Tax Fund. (b) Except for the portion of any Prepayment to be deposited to the Redemption Account, the District shall, as soon as practicable transfer the Special Taxes received by the District to the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. The Trustee shall transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the following Sections, in the following order of priority, to: (1) the Administrative Expense Fund an amount equal to the Administrative Expense Requirement or, if the Trustee receives written direction from the District to transfer a lesser amount, then such lesser amount, provided that not more than one -half of the Administrative Expense Requirement shall be so transferred in any Fiscal Year prior to the d ate on which the balance on deposit in the Interest Account of the Special Tax Fund is at least equal to the interest payable on the Bonds on March 1; (2) the Interest Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the interest on the Bonds and any Parity Bonds payable on the next succeeding Interest Payment Date; (3) the Principal Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the principal am ount of the Bonds and any Parity Bonds and/or the Sinking Fund Payment payable on the next succeeding September 1; provided that not more than one-half of the principal amount and/or the Sinking Fund Payment payable on the next succeeding September 1 shall be deposited in the Principal Account prior to March 1 until (i) the balance on deposit in the Administrative Expense Fund equals the Administrative Expense Requirement, or such lesser amount directed by the District in writing to the Trustee, and (ii) the balance on deposit in the Interest Account equals the interest payable on the Bonds and any Parity Bonds through September 1; (4) the Reserve Account the amounts necessary to fund and pay the amounts as set forth in Section 3.5 hereof; (5) the Redemption Account of the Special Tax Fund; and (6) the Surplus Fund. At least ten (10) Business Days prior to each Interest Payment Date, the Trustee shall notify the District in writing the amount of Special Taxes required to pay the principal of and interest on the Bonds and any Parity Bonds on the next succeeding Interest Payment Date and the amount necessary to cause the balance on deposit in the CFD No. 06-I Improvement Area A Reserve Account to equal the District’s Proportionate Share and to cause the balance in the Reserve Account to equal the Reserve Requirement, if any. The Trustee shall notify the Authority Trustee at least five (5) Business Days prior to each Interest Payment Date if there is not on deposit with the Trustee, after making all of the transfers required hereunder, moneys sufficient to pay the principal of and interest on the Bonds and any Parity Bonds. Section 3.3. Administrative Expense Fund. The Trustee shall transfer from the first available Special Taxes in the Special Tax Fund to the Administrative Expense Fun d an amount such Page 338 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 4859-7508-6232v4/024036-0097 that the total amounts so transferred in any Bond Year do not exceed the Administrative Expense Requirement. In the event Administrative Expenses exceed the Administrative Expense Requirement in any Bond Year, the total amount transferred in a Bond Year shall not exceed the Administrative Expense Requirement until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all Bonds and Parity Bonds due in such Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 06-I Improvement Area A Reserve Account to the Proportionate Share. Notwithstanding the foregoing, at the direction of the District, amounts in excess of the Administrative Expense Requirement may be transferred to the Administrative Expense Fund prior to the transfers to the Interest Account, the Principal Account and the Redemption Account pursuant to Sections 3.4 and 3.5 below to the extent necessary to collect delinquent Special Taxes. Following the required transfers pursuant to Sections 3.4 and 3.5 below of amounts sufficient to pay the interest and principal on all Bonds and Parity Bond s due in a Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 06 -I Improvement Area A Reserve Account to the Proportionate Share, an Authorized Representative of the City may direct the Trustee, in writing, to t ransfer additional amounts from the Special Tax Fund to the Administrative Expense Fund. Moneys in the Administrative Expense Fund may be held uninvested or invested in any Authorized Investments. Section 3.4. Interest Account and Principal Account of the Special Tax Fund. The principal of and interest due on the Bonds and any Parity Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds and any Parity Bonds will be made when due, after making the transfer required by Section 3.3, at least five Business Days prior to each March 1 and September 1, the Trustee shall make the following transfers from the Special Tax Fund first to the Interest Account and then to the Principal Account; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, any Parity Bonds, or otherwise, the transfer from the Special Tax Fund need not be made. At least fifteen (15) days prior to an Interest Payment Date, the Trustee shall notify the Authority and the Authority Tr ustee if there are insufficient funds to provide for the payment of principal and interest due on the Bonds and any Parity Bonds on such Interest Payment Date. Section 3.5. Reserve Account of the Special Tax Fund. After making the deposits required by Section 3.4 above, the Trustee shall next transfer to the Reserve Account the amount, if any, necessary to (i) pay Policy Costs with respect to the Reserve Policy then due and payable, (ii) pay Policy Costs with respect to any Additional Reserve Policy then due and payabl e, and (iii) cause the amount in the Reserve Account, taking into account the amounts then on deposit in the Reserve Account, to be equal to the Reserve Requirement. Amounts deposited to the Reserve Account to pay any Policy Costs due under the Reserve Policy or under any Additional Reserve Policy held by the Authority Trustee shall be transferred by the Trustee to the Authority Trustee to be applied in accordance with the Authority Indenture, and amounts deposited to the Reserve Account to pay Policy Costs with respect to any other Additional Reserve Policy shall be disbursed by the Trustee to the provider of such Additional Reserve Policy or as otherwise agreed to by such provider. If subsequent to the issuance of the Bonds a Reserve Requirement is established by the District, thereafter there shall be maintained in the Reserve Account of the Special Tax Fund an amount equal to the Reserve Requirement to be applied as follows: Page 339 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 4859-7508-6232v4/024036-0097 (a) Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on any Parity Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor and for the purpose of making any re quired transfer to a rebate fund established in connection with the issuance of Parity Bonds upon written direction from the District. If the amounts in the Interest Account, the Principal Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Parity Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to any rebate fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund or a rebate fund, as applicable, moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers referred to in Section 3.4 above, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore the a mount of such Reserve Account to the Reserve Requirement; provided, however, that such amount so deposited shall be on a pro rata basis with any amounts necessary to pay Policy Costs. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Interest Account or the Principal Account of the Special Tax Fund in accordance with Section 3.4 above. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates. In connection with an optional redemption of Parity Bonds in accordance with any Supplemental Indenture, or a partial defeasance of Parity Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for an issue of Parity Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on an iss ue of Parity Bonds in the final Bond Year for such issue. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Reserve Account on the fifth Business Day before each March 1 and September 1 and transferred to the Interest Account of the Special Tax Fund. Section 3.6. Redemption Account of the Special Tax Fund. (a) After making the transfers and deposits required by Sections 3.4 and 3.5 above, and in accordance with the District’s election to call Parity Bonds for optional redemption as set forth in any Supplemental Indenture for Parity Bonds, the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal and the premiums, if any, payable on Parity Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund may be applied to optionally redeem Parity Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement and the amount in the CFD No. 06-I Improvement Area A Reserve Account will equal the Proportionate Share. Page 340 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 4859-7508-6232v4/024036-0097 (b) Prepayments deposited to the Redemption Account shall be applied on the redemption date established pursuant to Section 4.1(c) hereof for the use of such Prepayments to the payment of the principal of, premium, and interest on the Bonds and Parity Bonds to be redeemed with such Prepayments. (c) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and Parity Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds or Parity Bonds to be redeemed upon presentation and surrender of such Bonds or Parity Bonds and in the case of an optional redemption or an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys d eposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding Bonds or Parity Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds or Parity Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to any premium schedule established pursuant to Section 4.1(a) hereof, or in the case of Parity Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Bonds or Parity Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.7. Surplus Fund. After making the transfers required by Sections 3.3, 3.4, 3.5 and 3.6 hereof, as soon as practicable after each September 1, and in any event prior to each October 1, the Trustee shall transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative directing that certain amounts be retained in the Special Tax Fund because the District has included such amounts as being available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year pursuant to Section 5.2(b) hereof. Moneys deposited in the Surplus Fund will be transferred by the Trustee at the direction of an Authorized Representative of the City (i) to the Interest Account, the Principal Account or the Redempt ion Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, premium, if any, and interest on the Bonds and any Parity Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account are insufficient therefor, (ii) to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, (iii) to the CFD No. 06-I Improvement Area A Reserve Account to restore the CFD No. 06-I Improvement Area A Reserve Account to the Proportionate Sh are and to pay Policy Costs, (iv) to the Administrative Expense Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Fund are insufficient to pay Administrative Expenses, (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Bonds or the Parity Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds or Parity Bonds, the District will notify the Trustee in a Certificate of an Authorized Representative and the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at the written direction of the District in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Authorized Investments Page 341 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 4859-7508-6232v4/024036-0097 at a yield not in excess of the yield on the issue of Bonds or Parity Bonds to which such amounts are to be applied, unless, in the opinion of Bond Counsel, investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or any Parity Bonds which were issued on a tax-exempt basis for federal income tax purposes. Section 3.8. Investments. Moneys held in any of the Accounts under this Indenture shall be invested by the Trustee or the District, as applicable, in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Accounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Account from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund, and each Account therein, and of the Surplus Fund shall be deposited in those respective Funds and Accounts. Moneys in the Accounts held under this Indenture may be invested by the District or the Trustee as directed in writing by the District, as applicable, from time to time, in Authorized Investments subject to the following restrictions: (a) Moneys in the Interest Account, the Principal Account, and the Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. (b) In the absence of written directions from the District, t he Trustee shall hold such moneys uninvested. The District or the Trustee, as applicable, shall sell, or present for redemption, any Authorized Investment whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Accounts or from such Accounts to which such Authorized Investments is credited. For the purpose of determining at any given time the balance in any such Accounts, any such investments constituting a part of such Accounts shall be valued at the lower of the cost or the market value thereof, exclusive of accrued interest, at least semiannually. In making any valuations hereunder, the District or the Trustee, as applicable, may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything herein to the contrary, the District or the Trustee, as applicable, shall not be responsible for any loss fr om investments, sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee or the District, as applicable, may act as principal or agent in the making or disposing of any investment. The Trustee or the District, as appl icable, may sell, or present for redemption, any Authorized Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Authorized Investment is credited, and, subject to the provisions of Section 7.4, the Trustee or the District, as applicable, shall not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee or the District, as applicable, may commingle the funds and accounts established hereunder, but shall account for each separately. The District acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at Page 342 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 4859-7508-6232v4/024036-0097 no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee will furnish the District periodic cash transaction statem ents which shall include detail for all investment transactions made by the Trustee hereunder or brokers selected by the District. Upon the District’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the holding, acquisition or disposition of any investment. The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds. (a) Optional Redemption. The Bonds are not subject to optional redemption prior to maturity. (b) Extraordinary Redemption. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to Section 3.2 at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Prepayments will be allocated to the payment at maturity and redemption of Bonds and any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds and any Parity Bonds and such amounts shall be ap plied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the District may specify in a Certificate of an Authorized Representative that Prepayments be applied to one or more maturities of the Bonds or Parity Bonds so long as there is delivered to the Trustee a certificate of the Independent Financial Consultant that, following such application of the Prepayments, the maximum Sp ecial Taxes that may be levied in each Fiscal Year on Taxable Property is not less than 110% of Annual Debt Service, plus the Administrative Expense Requirement, in the Bond Year that begins in such Fiscal Year. For so long as the Authority is the Owner of the Bonds, in connection with the calculation of such redemption price, the District shall receive a credit from the Authority from the reduction in the Page 343 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 4859-7508-6232v4/024036-0097 Proportionate Share of the Reserve Requirement resulting from the redemption of the Bonds and the Authority Bonds so redeemed in connection therewith. (c) The redemption provisions for Parity Bonds shall be set forth in a Supplemental Indenture. Section 4.2. Selection of Bonds and Parity Bonds for Redemption. If less than all of the Bonds or Parity Bonds Outstanding are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such Bonds or Parity Bonds for redemption, th e Trustee shall treat such Bonds or Parity Bonds, as applicable, as representing that number of Bonds or Parity Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bonds or Parity Bonds to be redeemed in part by $5,000. The procedure for the selection of Parity Bonds for redemption may be modified as set forth in the Supplemental Indenture for such Parity Bonds. The Trustee shall promptly notify the District, in writing, of the Bonds or Parity Bonds, or portions thereof, selected for redemption. Section 4.3. Notice of Redemption. When Bonds or Parity Bonds are due for redemption under Section 4.1 above or under another redemption provision set forth in a Supplemental Indenture relating to any Parity Bonds, the Trustee shall give notice, in the name of the District, of the redemption of such Bonds or Parity Bonds; provided, however, that a notice of optional redemption may be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Parity Bonds to be redeemed. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the Bonds or Parity Bonds selected for redemption, except that where all of the Bonds or all of an i ssue of Parity Bonds are subject to redemption, or all the Bonds or Parity Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds or Parity Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds or Parity Bonds are to be redeemed; (e) in the case of Bonds or Parity Bonds to be redeemed only in part, state the portion of such Bond or Parity Bond which is to be redeemed; (f) state the date of issue of the Bonds or Parity Bonds as originally issued; (g) state the rate of interest borne by each Bond or Parity Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds or Parity Bonds being redeemed as shall be specified by the Trustee. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond, Parity Bond or portion thereof called for redemption, the pr incipal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee shall send a copy of such notice to the respective Owners thereof at their addresses appearing on the Bond Register, and to the original purchaser of the Bonds or Parity Bonds, as applicable. The actual receipt by the Owner of any Bond or Parity Bond or the original purchaser of any Bond or Parity Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or Parity Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Page 344 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 4859-7508-6232v4/024036-0097 In addition to the foregoing notice, further notice shall be given by the Trustee as set out below if the Bonds or Parity Bonds are not owned by the Authority at the time the notice of redemption is given pursuant to this Section 4.3, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least two days before notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail, overnight delivery service or any other means acceptable to the registered securities depository listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and Parity Bonds as shall be specified by the Trustee and to any national information service s that disseminate notice of redemption of obligations such as the Bonds and Parity Bonds as determined by the Trustee: Registered Securities Depositories The Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 Attn. Call Notification Department Fax: (212) 855-7232 Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The District and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Upon the payment of the redemption price of any Bonds and Parity Bonds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds and Parity Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4. Partial Redemption of Bonds or Parity Bonds. Upon surrender of any Bond or Parity Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds or a new Parity Bond or Parity Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity or, in the case of surrender of a Parity Bond, a new Parity Bond or Parity Bonds subject to the foregoing limitations. Section 4.5. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3 hereof, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds and Parity Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as Page 345 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 4859-7508-6232v4/024036-0097 provided in this Indenture or in any Supplemental Indenture with respect to any Parity Bonds, anything in this Indenture or in the Bonds or the Parity Bonds to the contrary notwithstanding; (b) Upon presentation and surrender thereof at the office of the Trustee, the redemption price of such Bonds and Parity Bonds shall be paid to the Owners thereof; provided that so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds no such presentment is required; (c) As of the redemption date the Bonds or the Parity Bonds, or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or Parity Bonds, or portions thereof, shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds, Parity Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds and any Parity Bonds against all claims and demands of all persons. Section 5.2. Covenants. So long as any of the Bonds or Parity Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and this Indenture (to be performed by the District or its proper off icers, agents or employees), which covenants are necessary and desirable to secure the Bonds and Parity Bonds and tend to make them more marketable; provided, however, that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment; Against Encumbrances. The District covenants that it will receive all Special Taxes in trust for the Owners and will cause to be deposited all Special Taxes with the Trustee immediately upon their apportionment to the District, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. All such Special Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond and Parity Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and the Parity Bonds and in accordance with this Indenture to the extent that Net Special Taxes and other amounts pledged hereunder are available therefor, and that the payments into the Funds and Accounts created hereunder will be made, all in strict conformity with the terms of the Bonds, any Parity Bonds, and this Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and of the Bonds and any Parity Bonds issued hereunder. Page 346 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 4859-7508-6232v4/024036-0097 The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Special Taxes except as provided in this Indenture, and will not issue any obligation or security having a lien or charge upon the Net Special Taxes superior to or on a parity with the Bonds, other than Parity Bonds. Nothing herein shall prevent the District from issuing or incurring indebtedness which is payable from a pledge of Net Special Taxes which is subordinate in all respects to the pledge of Net Special Taxes to repay the Bonds and the Parity Bonds. (b) Levy of Special Tax. So long as any Bonds or Parity Bonds issued under this Indenture are Outstanding, the legislative body of the District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the S pecial Tax Fund and available for such purpose, to pay (1) the principal of and interest on the Bonds and any Parity Bonds when due, (2) the Administrative Expenses, (3) any amounts required to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement, (4) any amounts required to replenish the CFD No. 06- I Improvement Area A Reserve Account to the Proportionate Share and pay all Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds, and (5) any amounts due to the Bond Insurer not included in (1) through (4) above . The District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to levy the Special Tax for so long as the Bonds and any Parity Bonds are Outstanding. (c) Commence Foreclosure Proceedings. The District covenants for the benefit of the Owners of the Bonds and any Parity Bonds that it will review the public records of the County of San Diego, California, in connection with the collection of the Special Taxes not later than July 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year and will commence and diligently pursue to completion, judicial foreclosure proceedings against (i) properties under common ownership with delinquent Special Taxes in the aggregate of $5,000 or more by October 1 following the close of the Fiscal Year in which the Special Taxes were due, and (ii) against all properties with delinquent Special Taxes in the aggregate of $2,500 or more by October 1 following the close of any Fiscal Year if the amount of the Reserve Fund is less than its reserve requirement or if the amount in the Reserve Account is less than the Reserve Requirement. Notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel for which the District has received funds equal to the delinquent installments of Special Taxes related to such parcel from any source (excluding draws from the Reserve Account), including without limitation the proceeds of any sale and assignment of such delinquent installments to a third party, and such funds are available to contribute toward the payment of the principal of and intere st on the Bonds and Parity Bonds when due. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account and the CFD No. 06-I Improvement Area A Reserve Account. The District may treat any delinquent Special Tax sold to an independent third -party or to any funds of the City for at least 100% of the delinquent amount as having been paid. Proceeds of any such sale up to 100% of the delinquent amount will be deposited in the Special Tax Fund. The District covenants that it will deposit the net proceeds of any foreclosure and any other Delinquency Proceeds in the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds, to make current payments of principal and interest on the Bonds and any Parity Bonds and to replenish any draw on the Reserve Account and the CFD No. 06 -I Improvement Area A Reserve Account, and to pay its proportionate share of Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds. Page 347 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 4859-7508-6232v4/024036-0097 (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Net Special Taxes or other funds in the Special Tax Fund, or which might impair the security of the Bonds or any Parity Bonds then Outstanding; provided that nothing herein contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Trustee or of the Owners of not less than 10% of the principal amount of the Bonds or the Owners of not less than 10% of any issue of Parity Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Authority Bonds issued on a tax-exempt basis for federal income tax purposes will not be adversely affected for federal income tax purposes, the District covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or any Parity Bonds or of any other moneys or property which would cause the Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “private activity bonds” within the meaning of Section 141 of the Code; (2) Arbitrage. The District will make no use of the proceeds of the Bonds or any Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause Authority Bonds issued on a tax -exempt basis for federal income tax purposes to be “arbitrage bonds” within the meaning of Section 148 of the Code; (3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or any Parity Bonds or take or omit to take any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “federall y guaranteed” within the meaning of Section 149(b) of the Code; (4) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure complia nce with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on Authority Bonds; and (5) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds or Parity Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for federal income tax purposes of interest on the Authority Bonds issued on a tax-exempt basis. Page 348 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 4859-7508-6232v4/024036-0097 (g) Reduction of Maximum Special Taxes. The District hereby finds and determines that, historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in Southern California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the District hereby determines that a reduction in the maximum Special Tax rates authorized to be levied on parcels in the Improvement Area below the levels provided in this Section 5.2(g) would interfere with the timely retirement of the Bonds and Parity Bonds. The District determines it to be necessary in order to preserve the security for the Bonds and Parity Bonds to covenant, and, to the maximum extent that the law permits it to do so, the District hereby does covenant, that it shall not initiate proceedings to reduce the maximum Special Tax rates for the Improvement Area, unless, in connection therewith, (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the Improvement Area as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property in each Bond Year for any Bonds and Parity Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding after the reduction is approved, (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds, and (iii) no Policy Costs or amounts under the Insurance Policy are due and payable to the Bond Insurer and (iv) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. (h) Covenants to Defend. The District covenants that, in the event that any initiative is adopted by the qualified electors in the Improvement Area which purports to reduce the minimum or the maximum Special Tax below the levels specified in Section 5.2(g) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. (i) Limitation on Right to Tender Bonds. The District hereby covenants that it will not adopt any policy pursuant to Section 53344.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District shall have first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds and Parity Bonds when due. (j) Further Assurances. The District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds and any Parity Bonds of the rights and benefits provided in this Indenture. (k) Subordinate Debt. Any indebtedness of the District evidenced by any subordinated debt and any renewals or extensions thereof (herein called “Subordinated Indebtedness”), shall at all times be wholly subordinate and junior in right of payment to any and all indebtedness of the District under this Indenture (herein called “Superior Indebtedness”). Following an event of default under this Indenture, no Subordinated Indebtedness shall be paid prior to any Superior Indebtedness in any fiscal year of the District. If the holder of the Subordinated Indebtedness is a c ommercial bank, savings bank, savings and loan association or other financial institution which is authorized by law to Page 349 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 4859-7508-6232v4/024036-0097 accept and hold deposits of money or issue certificates of deposit, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the District maintained with or held by such holder. (l) Pledged Net Special Taxes. The District represents it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sal e of the Net Special Taxes that ranks on a parity with or prior to the pledge granted under this Indenture. The District, except as may be provided otherwise in this Indenture, shall not hereafter make any pledge or assignment of, lien on, or security interest in the Net Special Taxes payable senior to or on a parity with the pledge of Net Special Taxes established under this Indenture. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes provided, however, that any such amendment or modification which adversely affects the rights and interests of the Bond Insurer shall require the prior written consent of the Bond Insurer: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any additional resolution or order, provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreement s, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond or Parity Bond payments; (c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of this Indenture; (d) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar f ederal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds or any Parity Bonds then Outstanding; or (e) to modify, alter or amend the rate and method of apportionment of the Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on Developed Property within the Improvement Area to an amount which is less than 110% of the sum of estimated Administrative Expenses and principal and interest due in eac h corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such amendment; or Page 350 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 4859-7508-6232v4/024036-0097 (f) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent. Exclusive of the Supplemental Indentures described in Section 6.1, the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding shall have the right to consent to and approve the adoption by the District of such Supplemental Indentures as shall be deemed necessary or desirable by the District, for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond or Parity Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or Parity Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Parity Bond over any other Bond or Parity Bond, or (d) a reduction in the aggregate principal amount of the Bonds and Parity Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds and Parity Bonds then Outstanding. If at any time the District shall desire to adopt a Supplemental Indenture, which pursuant to the terms of this Section shall require the consent of the Bondowners, the District shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to all Bondowners at their addresses as they appear in the Bond Regist er (if the Authority or the Authority Trustee on the Authority’s behalf is the owner of all the Bonds, such amendment may be delivered by other communication methods). Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when consented to and approved b y the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds and any Parity Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds and Parity Bonds have consented to the adoption of any Supplemental Indenture, Bonds or Parity Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggre gate principal amount of the Outstanding Bonds and Parity Bonds in instances where such consent is required pursuant to the provisions of this section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds and Parity Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendm ents. Page 351 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 4859-7508-6232v4/024036-0097 The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by Sections 6.1 and 6.2 which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, so long as the Insurance Policy is in full force and effect, any amendment, supplement, modification to, or waiver of, this Indenture pursuant to this Section 6.2 shall be subject to the prior written consent of the Bond Insurer. Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds or any Parity Bonds may bear a notation, by endorsement in form approv ed by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date and presentation of his Bond or Parity Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds or Parity Bonds. If the District shall so determine, new Bonds or Parity Bonds so modified as, in the opinion of the District , shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date such new Bonds or Parity Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds or Parity Bonds, upon surrender of such Outstanding Bonds or Parity Bonds. ARTICLE VII TRUSTEE Section 7.1. Trustee. Wilmington Trust, National Association, shall be the Trustee for the Bonds and any Parity Bonds unless and until another Trustee is appointed by the District hereunder. The District may, at any time, appoint a successor Trustee satisfying the requirements of Section 7.2 below for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture; provided, however, that the Trustee shall be at all times the same entity as the Authority Trustee. The Trustee is hereby authorized to and shall mail by first class mail, postage prepaid, or wire transfer in accordance with Section 2.5 above, interest payments to the Bondowners, to select Bonds and Parity Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds and Parity Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the reg istration of transfer and exchange of Bonds and Parity Bonds presented to it for such purposes, to provide for the cancellation of Bonds and Parity Bonds all as provided in this Indenture, and to provide for the authentication of Bonds and Parity Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds and Parity Bonds paid, discharged and cancelled by it. The Trustee is hereby authorized to redeem the Bonds and Parity Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds and Parity Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. Page 352 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 4859-7508-6232v4/024036-0097 The District shall from time to time, subject to any agreement between the District and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees, costs and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee, its officers, officials, directors, employees and agents, harmless from and against any losses, costs, damages, claims, expenses and liabilities, including, without limitation fees, costs and expenses of its attorneys, not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. In no event shall the Trustee be responsible or liable for any consequential, punitive, indirect, incidental or special damages or loss of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing obligation of the District to indemnify the Trustee shall survive the removal or resignation of the Trustee and the discharge of the Bonds. Section 7.2. Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors thereto; provided that any such successor shall be a bank, association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Trustee. If any bank, association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such bank, association or trust company shall be deemed to be its combi ned capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee’s identity and address. Section 7.3. Resignation of Trustee. The Trustee may at any time resign and discharged from its duties and obligations hereunder by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be sent to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee satisfying the criteria in Section 7.2 above by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the success or Trustee. If no successor Trustee shall have been appointed and have accepted appointment within thirty (30) calendar days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of itself and all other Owners) may, at the sole expense of the District petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Section 7.4. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds and any Parity Bonds shall be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no resp onsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture, the Bonds or any Parity Bonds, and shall incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth herein, in the Bonds and any Parity Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee Page 353 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 4859-7508-6232v4/024036-0097 shall be under no responsibility or duty with respect to the issuance of the Bonds or any Parity Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for any action taken or omitted by it or any of its officers, employees or agents in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be entitled to request and receive written instructions from the District and/or Owners and shall have no responsibility or liabilit y for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of any such party. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the T rustee, or exercising any trust or power conferred upon the Trustee under this Indenture. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of an Owner and/or the District, pursuant to the provisions of this Indenture, unless such party shall have offered to the Trustee security or indemnity (satisfactory to the Trustee in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the District or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person. The Trustee shall be conclusively protected in acting upon any notice, resolution, request, direction, consent, order, certificate, opinion, report, bond, debenture, note, other evidence of indebtedness (including any Bond or Parity Bond) or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper person or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond or Parity Bond unless and until such Bond or Parity Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by a written c ertificate of the District, and/or opinion of counsel, and such certificate or opinion shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Page 354 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 4859-7508-6232v4/024036-0097 Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in this Indenture shall require the Trustee to expend or risk its o wn funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee shall not be deemed to have knowledge of (A) any events of other information, or (B) any default or event of default until an officer at the Trustee’s corporate trust officer responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, war, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, litigation or arbitration involving a party or others relating to zoning or other governmenta l action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty or in any way expand or impliedly expand the scope of the Trustee’s duties hereunder, and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct. The Trustee shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee. The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. The Trustee may become the Owner or pledgee of the Bonds and Parity Bonds with the same rights it would have if it were not Trustee. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against the Trustee. Page 355 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 4859-7508-6232v4/024036-0097 These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into thi s Indenture against the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless such Owners shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole and exclusive direction against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduc t of his own affairs. The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person. Any such instructions and directions furnished by electronic transmission shall be in the form of attachments in PDF format. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. Section 7.5. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may se ll or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default. Any one or more of the following events shall constitute an “event of default”: (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond or Parity Bond when and as the same shall become due and p ayable, whether at maturity as therein expressed, by declaration or otherwise; Page 356 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 4859-7508-6232v4/024036-0097 (b) Default in the due and punctual payment of the interest on any Bond or Parity Bond when and as the same shall become due and payable; or (c) Except as described in (a) or (b), default shall be made by the District in the observance of any of the agreements, conditions or covenants on its part contained in this Indenture, the Bonds or any Parity Bonds, and such default shall have continued for a period of 30 days after the District shall have been given notice in writing of such default by the Trustee or the Owners of 25% in aggregate principal amount of the Outstanding Bonds and Parity Bonds; provided, however, that if in the reasonable opinion of the District the default stated in the notice can be corrected, but not within such thirty (30) day period, and corrective action is instituted by the District, with the written approval of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), within such thirty (30) day period and diligently pursued in good faith until the default is corrected, such default shall not be an Event of Default hereunder. The Trustee agrees to give notice to the Owners immediately upon the occurrence of an e vent of default under (a) or (b) above and within 30 days of the Trustee’s knowledge of an event of default under (c) above. Section 8.2. Remedies of Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds and Parity Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture, including: (a) By mandamus or other suit or proceeding at law or in equity to enforce its rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount Outstanding Bonds and Parity Bonds and is indemnified to its satisfaction, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners of the Bonds and Parity Bonds. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. The Bonds and any Parity Bonds are not subject to acceleration prior to maturity. Page 357 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 4859-7508-6232v4/024036-0097 Section 8.3. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds and Parity Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds and Parity Bonds: First, to the payment of the fees, costs and expe nses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel, and to the payment of all other outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount of interest on and principal of the Bonds and Parity Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds and Parity Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority: (a) first to the payment of all installments of interest on the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, (b) second, to the payment of all installments of principal, including Sinking Fund Payments, of the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, and (c) third, to the payment of interest on overdue installments of principal and interest on the Bonds and Parity Bonds on a pro rata basis based on the total amount then due and owing. Section 8.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds and Parity Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate pri ncipal amount of the Outstanding Bonds and Parity Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation. Any suit, action or proceeding which any Owner of Bonds or Parity Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds and Parity Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bond s and Parity Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds and Parity Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds and Parity Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. Page 358 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 4859-7508-6232v4/024036-0097 Section 8.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of the Bonds and Parity Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Net Special Taxes and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. Section 8.6. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds or the Parity Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and pri ncipal of the Bonds and Parity Bonds to the respective Owners of the Bonds and Parity Bonds at the respective dates of maturity, as herein provided, out of the Net Special Taxes and other moneys herein pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of an y of the Bonds or Parity Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or the Owners by the Act or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Owners, as the case may be. Section 8.7. Limitations on Rights and Remedies of Owners. No Owner of any Bond or Parity Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds and Parity Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds and Parity Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds and Parity Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be insti tuted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds and Parity Bonds. The right of any Owner of any Bond and Parity Bond to receive payment of the principal of and interest and premium (if any) on such Bond and Parity Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Page 359 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 4859-7508-6232v4/024036-0097 Section 8.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond or Parity Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in this Indenture or any Supplemental Indenture, then the Owner of such Bond or Parity Bond shall cease to be entitled to the pledge of Net Special Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond or Parity Bond under this Indenture and any Supplemental Indenture relating to such Parity Bond shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds and Parity Bonds pursuant to this Section, the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District’s general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the principal of, premium, if any, and interest due on such Bonds and Parity Bonds. Any Outstanding Bond or Parity Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond or Parity Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; or (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Defeasance Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and Page 360 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 4859-7508-6232v4/024036-0097 any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under (c) above, there shall be provided to the District and the Bond Insurer a verification report from an independent nationally recognized certified public accountant, stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, an escrow agreement with respect to the deposits under (b) and (c) above (which shall be acceptable in form and substance to the Bond Insurer, so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to th e effect that the Bonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. The Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Upon a defeasance, the Trustee, upon request of th e District, shall release the rights of the Owners of such Bonds and Parity Bonds which have been defeased under this Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the District, send a notice to the Bondowners whose Bonds or Parity Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. This Indenture shall not be discharged until Policy Costs due to the Bond Insurer (to the extent the responsibility of the District as a result of the District’s failure to pay pr incipal of, or interest on the Bonds when due) shall have been paid in full. The District’s obligation to pay such amounts shall expressly survive payment in full of the payments of principal of and interest on the Bonds. Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness. The District may at any time after the issuance and delivery of the Bonds hereunder issue Parity Bonds payable from the Net Special Taxes and other amounts deposited in the Special Tax Fund and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued hereunder or under any Supplemental Indenture; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or Parity Bonds then Outstanding subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however, that Parity Bonds may be issued notwithstanding that Page 361 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 4859-7508-6232v4/024036-0097 the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (1) the purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited; (2) the authorized principal amount of such Parity Bonds; (3) the date and the maturity date or dates of such Parity Bonds; provided that (i) each maturity date shall fall on a September 1, (ii) all such Parity Bonds of like maturity shall be identical in all respects, except as to number, and (iii) fixed serial matu rities or Sinking Fund Payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (4) the description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (5) the denominations and method of numbering of such Parity Bonds; (6) the amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds; (7) the amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account to increase the amount therein to the Reserve Requirement or to the CFD No. 06-I Improvement Area A Reserve Account to increase the amount therein to the Proportionate Share, provided that if the interest on such Parity Bonds is intended by the District to be excluded from the gross income of the recipients thereof for federal income tax purposes, such amount shall not exceed the maximum amount of proceeds that, in the opinion of Bond Counsel, can be so deposited without causing the interest on such Parity Bonds to be included in the gross income of the recipients thereof for federal income tax; (8) the form of such Parity Bonds; and (9) such other provisions as are necessary or appropriate and not inconsistent with this Indenture. (c) The District shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds by the Trustee (unless the Trustee shall accept any o f such documents bearing a prior date): (1) a certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (2) a written request of the District as to the delivery of such Parity Bonds; Page 362 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 4859-7508-6232v4/024036-0097 (3) an opinion of Bond Counsel to the District to the effect that (i) the District has the right and power under the Act to adopt the Supplemental Indenture relating to such Parity Bonds, and the Supplemental Indenture has been duly and lawfully adopted by the District, is in full force and effect and is valid and binding upon the District and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights); (ii) the Indenture creates the valid pledge which it purports to create of the Net Special Taxes and other amounts as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (iii) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights) and the terms of the Indenture and all Supplemental Indentures thereto and are entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly author ized and issued in accordance with the Act (or other applicable laws) and the Indenture and all such Supplemental Indentures; (4) a certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of this Indenture; (5) a certificate of an Independent Financial Consultant certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less th an the Annual Debt Service on the Bonds and Parity Bonds Outstanding prior to the issuance of such Parity Bonds; and (6) Such further documents, money and securities as are required by the provisions of this Indenture and the Supplemental Indenture providing for the issuance of Parity Bonds. (d) So long as any Bonds remain outstanding or any amounts are owed to the Bond Insurer by the District, without the prior written consent of the Bond Insurer, the District shall not issue any Parity Bonds that permits or requires the Owner to tender such Parity Bonds for purchase prior to the stated maturity thereof without the prior written consent of the Bond Insurer. ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds. All Bonds and Parity Bonds surrendered to the Trustee for payment upon maturity or for redemption shall be upon payment therefor, and any Bond or Parity Bond purchased by the District as authorized herein and delivered to the Trustee for such purpose shall be, cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds and Parity Bonds, as provided by law, and furnish to the District a certificate of such destruction. Section 10.2. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such Page 363 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 4859-7508-6232v4/024036-0097 attorney, and of the ownership of Bonds or Parity Bonds shall be su fficient for the purposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall also constitute sufficient proof of his authority. (b) As to any Bond or Parity Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond or Parity Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond or Parity Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond or Parity Bond shall bind every future Owner of the same Bond or Parity Bond in respect of anything done or suffered to be done by the Trustee or the District in pursua nce of such request or consent. Section 10.3. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds and Parity Bonds which remain unclaimed for two years after the date when such Outstanding Bonds or Parity Bonds have become due and payable, if such money was held by the Trustee in trust at such date, or for two years after the date of deposit of such money if deposited with the Trustee in trust after the date when such Outstanding Bonds or Parity Bonds become due and payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Outstanding Bonds or Parity Bonds; provided, however, that, before being required to make any such payment to the District, the Trustee at the written request of the District or the Authority Trustee shall, at the expense of the District, cause to be mailed by first-class mail, postage prepaid, to the registered Owners of such Outstanding Bonds or Parity Bonds at their addresses as they appear on the registration books of the Trustee a n otice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District. Section 10.4. Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners shall b e restored Page 364 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 4859-7508-6232v4/024036-0097 to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Indenture, but to no greater extent and in no other manner. Section 10.5. Insurer Rights. The Bond Insurer shall be deemed to be the sole holder of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Bondowners are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and each Bond, the Trustee and each Bond Owner of a Bond appoint the Bond Insurer as their agent and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of any proceeding by or against the District under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such ap peal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Bonds) and each Owner of a Bond delegate and assign to the Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of a Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Pro ceeding. Remedies granted to the Owners of the Bonds shall expressly include mandamus. The Bond Insurer is hereby deemed a third party beneficiary to this Indenture. Section 10.6. Reimbursement of Insurer Fees. The District shall pay or reimburse the Bond Insurer from Special Taxes any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security under this Indenture or the Authority Indenture; (ii) the pursuit of any remedies under this Indenture or the Authority Indenture or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Indenture or the Authority Indenture whether or not executed or completed, or (iv) any litigation or other dispute in connection with this Indenture or the Authority Indenture or the transactions contemplated hereby or thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligations under the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture or the Authority Indenture. Section 10.7. Provision of Information to Bond Insurer. The Bond Insurer shall be provided with the following information by the District or the Trustee, as the case may be: (a) On request by the Bond Insurer, the District will provide a certificate that the District is not aware of any Event of Default under this Indenture and will provide such information, data or reports as the Bond Insurer shall reasonably request from time to time; (b) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; Page 365 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 4859-7508-6232v4/024036-0097 (c) Notice of any default known to the Trustee or the District within five Business Days after knowledge thereof; (d) Prior notice of the redemption of any of the Bonds, including the principal amount and maturities thereof; (e) Notice of the commencement of any Insolvency Proceeding by or against the Authority or the District; (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (g) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to this Indenture; (h) All reports, notices and correspondence to be delivered to Bond Owners under the terms hereof; and In addition, the Bond Insurer shall have the right to receive such additional information as it may reasonably request. Section 10.8. Discussion of and Access to Information. The District shall permit the Bond Insurer to discuss the affairs, finances and accounts of the District or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the District on any Business Day upon reasonable prior notice. Section 10.9. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Special Taxes which is subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Net Special Taxes and other amounts pledged hereunder. Section 10.10. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assur ing and confirming unto the Owners of the Bonds or any Parity Bonds the rights and benefits provided in this Indenture. Section 10.11. Entire Agreement; Severability. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affe cted thereby, and this Indenture, the Bonds and any Parity Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Page 366 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 4859-7508-6232v4/024036-0097 Section 10.12. Notices. Any notices required to be given to the District with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, or personally delivered to the City Manager of the City, 276 Fourth Avenue, Chula Vista, CA 91910, and all notices to the Trustee sha ll be sent via courier or fax or electronic transmission or mailed, first class, postage prepaid, or personally delivered to the Trustee, Wilmington Trust, National Association, 650 Town Center Drive, Suite 800, Costa Mesa, CA, Attention Corporate Trust Services. Any such notices or other communications furnished by electronic transmission shall be in the form of attachments in PDF format. Any notices required to be given to the Bond Insurer with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, personally delivered or sent via facsimile or electronic (email) transmission (with a portable document format or similar attachment) to __________, __________, Attention: ____________, Re: Policy No. __________; ______. In each case in which notice or other communication to the Bond Insurer refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” Page 367 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4859-7508-6232v4/024036-0097 IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) has caused this Bond Indenture to be signed by its City Manager and City Clerk, and WILMINGTON TRUST, NATIONAL ASSOCIATION in token of its acceptance of the duties of the Trustee created hereunder, has caused this Bond Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) By: City Manager of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) ATTEST: City Clerk of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) [SIGNATURES CONTINUED ON NEXT PAGE.] Page 368 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-2 4859-7508-6232v4/024036-0097 [SIGNATURE PAGE CONTINUED.] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Page 369 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4859-7508-6232v4/024036-0097 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND No. __ $[PRINCIPAL AMOUNT] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) IMPROVEMENT AREA A 2024 SPECIAL TAX REFUNDING BONDS INTEREST RATE: MATURITY DATE: DATED DATE: _________% September 1, 20__ __________ 1, 2024 REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under that certain Indenture of Trust dated as of March 1, 2024 by and between the Chula Vista Municipal Financing Authority and Wilmington Trust, National Association PRINCIPAL AMOUNT: __________________________________ AND NO/100 DOLLARS CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) (the “District”) situated in the County of San Diego, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless (i) the date of authentication is an Interest Payment Date in which event interest sha ll be payable from such date of authentication, (ii) the date of authentication is after a Record Date (as hereinafter defined) but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the fore going, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1 and September 1 and the final maturity date of the Bonds (each an “Interest Payment Date”), commencing September 1, 2024 Page 370 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4859-7508-6232v4/024036-0097 at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for payment. Except as otherwise provided in the Indenture, the principal of and premium, if any, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of the Trustee, initially Wilmington Trust, National Association (the “Trustee”). Interest on this Bond shall be paid by check of the Trustee mailed, by first class mail, postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States of America, to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Registered Owner’s address as it appears on the registration books maintained by the Trustee. This Bond is one of a duly authorized issue of “Cit y of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds” (the “Bonds”) issued in the aggregate principal amount of $__________ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of refinancing outstanding special tax bonds of the District and paying certain costs related to the issuance of the Bonds. T he issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “Legislative Body”), on February 20, 2024, and a Bond Indenture, dated as of March 1, 2024, by and between the District and the Trustee, executed in connection therewith (the “Indenture”), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assent s to said terms and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Pursuant to the Act and the Indenture, the principal of, premium, if any, and interest on this Bond are payable solely from the portion (the “Net Special Taxes”) of the annual special taxes authorized under the Act to be levied and collected within the Improvement Area (the “Special Taxes”) and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. Any amounts for the payment hereof shall be limited to the Net Special Taxes pledged and collected, which include foreclosure proceeds received following a default in payment of the Special Taxes and other amounts deposited to the Special Tax Fund established under the Indenture, except to the extent that other provision for payment has been made by the Legislati ve Body, as may be permitted by law. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject to extraordinary redemption as a whole, or in p art on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Page 371 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4859-7508-6232v4/024036-0097 Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 45 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest o n the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of (i) any Bonds for a period of 15 days next preceding any selection of the Bonds t o be redeemed, or (ii) any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF CHULA VISTA OR OF THE DISTRICT FOR WHICH THE CITY OF CHULA VISTA OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY OF CHULA VISTA, THE STATE OF CALIFORNIA OR ANY OF Page 372 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 4859-7508-6232v4/024036-0097 ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) has caused this Bond to be dated __________, 2024, to be signed on behalf of the District by the Mayor by his facsimi le signature and attested by the facsimile signature of the City Clerk. Mayor of the City of Chula Vista ATTEST: City Clerk of the City of Chula Vista [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: __________, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Page 373 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 4859-7508-6232v4/024036-0097 City Clerk of the City of Chula Vista [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substituti on in the premises. Dated: Signature guaranteed: NOTE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. NOTE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Page 374 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 4890-3820-6107v3/024036-0097 BOND INDENTURE Between CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $__________ CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) IMPROVEMENT AREA B 2024 SPECIAL TAX REFUNDING BONDS Dated as of March 1, 2024 Page 375 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents Page i 4890-3820-6107v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions ..................................................................................................................... 2 ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds ............................ 9 Section 2.2. Type and Nature of Bonds and Parity Bonds ................................................................ 9 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes ...................... 10 Section 2.4. Description of Bonds; Interest Rates .......................................................................... 10 Section 2.5. Place and Form of Payment ........................................................................................ 11 Section 2.6. Form of Bonds and Parity Bonds ................................................................................ 12 Section 2.7. Execution and Authentication ..................................................................................... 12 Section 2.8. Bond Register .............................................................................................................. 12 Section 2.9. Registration of Exchange or Transfer ......................................................................... 13 Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 13 Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 14 ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 14 Section 3.2. Deposits to and Disbursements from Special Tax Fund ............................................. 14 Section 3.3. Administrative Expense Fund ..................................................................................... 15 Section 3.4. Interest Account and Principal Account of the Special Tax Fund .............................. 16 Section 3.5. Reserve Account of the Special Tax Fund .................................................................. 16 Section 3.6. Redemption Account of the Special Tax Fund ........................................................... 17 Section 3.7. Surplus Fund ............................................................................................................... 18 Section 3.8. Investments ................................................................................................................. 19 ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds ................................................................................................. 20 Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 21 Section 4.3. Notice of Redemption ................................................................................................. 21 Section 4.4. Partial Redemption of Bonds or Parity Bonds ............................................................ 22 Section 4.5. Effect of Notice and Availability of Redemption Money ........................................... 22 ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty ..................................................................................................................... 23 Section 5.2. Covenants .................................................................................................................... 23 Page 376 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page ii 4890-3820-6107v3/024036-0097 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 27 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 28 Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds .......................................................................................................................... 29 ARTICLE VII TRUSTEE Section 7.1. Trustee ......................................................................................................................... 29 Section 7.2. Removal of Trustee ..................................................................................................... 30 Section 7.3. Resignation of Trustee ................................................................................................ 30 Section 7.4. Liability of Trustee ..................................................................................................... 30 Section 7.5. Merger or Consolidation ............................................................................................. 33 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default ........................................................................................................ 33 Section 8.2. Remedies of Owners ................................................................................................... 34 Section 8.3. Application of Revenues and Other Funds After Default ........................................... 35 Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35 Section 8.5. Appointment of Receivers .......................................................................................... 36 Section 8.6. Non-Waiver ................................................................................................................. 36 Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36 Section 8.8. Termination of Proceedings ........................................................................................ 37 ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance .................................................................................................................. 37 Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness ................................................................................................................ 38 ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds .................................................................... 40 Section 10.2. Execution of Documents and Proof of Ownership ..................................................... 40 Section 10.3. Unclaimed Moneys ..................................................................................................... 41 Section 10.4. Provisions Constitute Contract.................................................................................... 41 Section 10.5. Insurer Rights .............................................................................................................. 42 Section 10.6. Reimbursement of Insurer Fees .................................................................................. 42 Section 10.7. Provision of Information to Bond Insurer ................................................................... 42 Section 10.8. Discussion of and Access to Information ................................................................... 43 Page 377 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page iii 4890-3820-6107v3/024036-0097 Section 10.9. Future Contracts .......................................................................................................... 43 Section 10.10. Further Assurances ...................................................................................................... 43 Section 10.11. Entire Agreement; Severability ................................................................................... 43 Section 10.12. Notices ........................................................................................................................ 44 Signature Page ................................................................................................................................... S-1 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND ......................................... A-1 Page 378 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 4890-3820-6107v3/024036-0097 BOND INDENTURE THIS BOND INDENTURE dated as of March 1, 2024 (the “Indenture”), is made and entered into by the City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) and Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds and any Parity Bonds issued in accordance herewith from time to time. R E C I T A L S : WHEREAS, the City Council of the City of Chula Vista, located in San Diego County, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (the “District”) and the Improvement Area (as defined herein) therein pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the “Act”); and WHEREAS, the District has previously issued its Prior Bonds (as defined herein) in connection with the issuance by the Chula Vista Municipal Financing Authority of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”) to refinance certain public improvements; and WHEREAS, on February 20, 2024, the legislative body of the District adopted Resolution No. ___ (the “Resolution”) authorizing the issuance and sale of special tax bonds for the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities District No. 06- I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds” (the “Bonds”); and WHEREAS, it is in the public interest and for the benefit of the District, the persons responsible for the payment of special taxes and the owners of the Bonds that the District enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the bonds, and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the Trustee and issued as provided in the Act, the Resolution and this Indenture, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execu tion and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District does hereby covenant and agree, for the benefit of the Owners of the Bonds as follows: Page 379 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4890-3820-6107v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: “Account” means any account created pursuant to this Indenture. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 et seq. of the California Government Code. “Additional Reserve Policy” means a letter of credit, insurance policy, surety bond or other such funding instrument other than the Reserve Policy which is approved by the Bond Insurer and delivered to the Authority Trustee for the purpose of providing a portion of any reserve requirement for Authority Bonds. “Administrative Expenses” means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for Bonds or which are not otherwise paid as Costs of Issuance, any costs related to the District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds, the District, and any other costs otherwise incurred by the City on behalf of the District in order to carry out the pu rposes of the District as set forth in the Resolution of Formation and any obligation of the District hereunder. Administrative Expenses shall also include the administrative costs with respect to the collection of Delinquency Proceeds. “Administrative Expense Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Administrative Expense Requirement” means $20,000. “Annual Debt Service” means the principal amount of any Outstanding Bonds or Parity Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds or Parity Bonds in such Bond Year, if the Bonds and any Parity Bonds are retired as scheduled. “Authority” means the Chula Vista Municipal Financ ing Authority. “Authority Bonds” means any bonds outstanding under the Authority Indenture, which are secured in part by payments made on the Bonds and which may be secured in part by any Parity Bonds. “Authority Indenture” means that certain Indenture of Trust, dated as of March 1, 2024, by and between the Authority and the Authority Trustee, pursuant to which the Authority Bonds are issued. “Authority Trustee” means Wilmington Trust, National Association or any successor thereto appointed pursuant to the Authority Indenture. “Authorized Investments” means any of the following investments, if and to the extent the same are at the time legal for investment of the District’s funds (the Trustee is entitled to rely upon Page 380 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4890-3820-6107v3/024036-0097 investment direction from the District as a certification that such investment is an Authorized Investment): (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America (“U.S. Government Securities”). (2) Direct obligations* of the following federal agencies which are fully guaranteed by the full faith and credit of the United States of America: a. Export-Import Bank of the United States – Direct obligations and fully guaranteed certificates of beneficial interest b. Federal Housing Administration – debentures c. General Services Administration – participation certificates d. Government National Mortgage Association (“GNMAs”) – guaranteed mortgage-backed securities and guaranteed participation certificates e. Small Business Administration – guaranteed participation certificates and guaranteed pool certificates f. U.S. Department of Housing & Urban Development – local authority bonds g. U.S. Maritime Administration – guaranteed Title XI financings h. Washington Metropolitan Area Transit Authority – guaranteed transit bonds (3) Direct obligations* of the following federal agencies which are not fully guaranteed by the faith and credit of the United States of America: a. Federal National Mortgage Association (“FNMAs”) – senior debt obligations rated Aaa by Moody’s Investors Service (“Moody’s”) and AAA by Standard & Poor’s Ratings Services (“S&P”) b. Federal Home Loan Mortgage Corporation (“FHLMCs”) – participation certificates and senior debt obligations rated Aaa by Moody’s and AAA by S&P c. Federal Home Loan Banks – consolidated debt obligations d. Student Loan Marketing Association – debt obligations e. Resolution Funding Corporation – debt obligations (4) Direct, general obligations of any state of the United States of America or any subdivision or agency thereof whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured and unguaranteed * The following are explicitly excluded from the securities enumerated in 2 and 3: (i) All derivative obligations, including without limitation inverse floaters, residuals, interest-only, principal-only and range notes; (ii) Obligations that have a possibility of returning a zero or negative yield if held to maturity; (iii) Obligations that do not have a fixed par value or those whose terms do not promise a fixed dollar amo unt at maturity or call date; and (iv) Collateralized Mortgage-Backed Obligations (“CMOs”). Page 381 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4890-3820-6107v3/024036-0097 general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P. (5) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, P-1 by Moody’s and A-1 or better by S&P. (6) Certificates of deposit, savings accounts, deposit accounts or money market deposits in amounts that are continuously a nd insured by the Federal Deposit Insurance Corporation (“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund, and including funds for which the Trustee or its affiliates provide investment advisory or other management services. (7) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each case having maturities of not more than 365 days following the date of purchase) of any domestic commercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not considering holding company ratings). (8) Investments in money-market funds rated AAAm or AAAm-G by S&P, including funds for which the Trustee and its affiliates provide investment advisory or other management services. (9) Any other investment which the City is permitted by law to make, including without limitation investment in the Local Agency Investment Fund of the State of California (LAIF), provided that any investment of the type authorized pursuant to paragraphs (d), (f), (h) and (i) of Section 53601 of the California Government Code are additionally restricted as provided in the appropriate paragraph or paragraphs above applicable to such type of investment and provided further that investments authorized pursuant to paragraphs (k) and (m) of Section 53601 are not permitted. “Authorized Representative of the City” means the Mayor, the City Manager, the Assistant City Manager, the Finance Director or any other Person designated by the City Manager or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Representative of the City. “Bond Counsel” means any attorney at law or firm of attorneys selected by the City, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Insurer” means any municipal bond insurance company providing bond insurance under the Authority Indenture. “Bond Register” means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds and any Parity Bonds shall be recorded. “Bond Year” means the twelve month period commencing on September 1 of each year and ending on September 1 of the following year, except that the first Bond Year for the Bonds or an issue of Parity Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date. Page 382 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4890-3820-6107v3/024036-0097 “Bondowner” or “Owner” means the person or persons in whose name or names any Bond or Parity Bond is registered. “Bonds” means the $__________ City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange, the Federal Reserve System, or banks or trust companies in New York, New York, Wilmington, Delaware or Los Angeles, California, or where the trust office of the Trustee is located, are not required or authorized by law, regulation or executive order to remain closed. “Certificate of an Authorized Representative” means a written certificate or warrant request executed by an Authorized Representative of the City. “CFD No. 06-I Improvement Area B Reserve Account” means the account by that name established by the Authority Indenture. “City” means the City of Chula Vista, County of San Diego, California. “City Council” means the City Council of the City. “Code” means the Internal Revenue Code of 1986, as amended, and any Regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. “Costs of Issuance” shall have the meaning set forth in the Authority Indenture. “Defeasance Securities” means any of the following: (a) non-callable direct obligations of the United States of America (“Treasuries”), (b) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (c) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, and (d) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), securities eligible for “AAA” defeasance under then existing criteria of S&P. “Delinquency Proceeds” means the amounts collected from the redemption of delinquent Special Taxes and from the sale of property sold as a result of the foreclosure of the lien of the Speci al Tax resulting from the delinquency in the payment of Special Taxes due and payable on such property after the payment of all costs related to such foreclosure actions. “Delivery Date” means, with respect to the Bonds and each issue of Parity Bonds, the date on which the bonds of such issue were issued and delivered to the initial purchasers thereof. “Developed Property” has the meaning ascribed to it in the Rate and Method of Apportionment. Page 383 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4890-3820-6107v3/024036-0097 “District” means the City of Chula Vista Community Facilities Di strict No. 06-I (Eastlake - Woods, Vistas and Land Swap) established pursuant to the Act and the Resolution of Formation. “Escrow Agent” means Wilmington Trust, National Association, acting as escrow agent pursuant to the Escrow Agreement. “Escrow Agreement” means that Escrow Agreement, dated as of March 1, 2024, between the Chula Vista Municipal Financing Authority and the Escrow Agent relating to the defeasance and refunding of the Prior Authority Bonds. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next following June 30. “Gross Special Taxes” means the amount of all Special Taxes received by the District, together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture for the delinquency of such Special Taxes remaining after the payment of all costs related to such foreclosure actions. “Improvement Area” means Improvement Area B of the District. “Independent Financial Consultant” means a financial consultant or fir m of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: (1) is in fact independent and not under the domination of the District or the City; (2) does not have any substantial interest, direct or indirect, in the District or the City; and (3) is not connected with the District or the City as a member, officer or employee of the District or the City, but who may be regularly retained to make annual or other re ports to the District or the City. “Indenture” means this Bond Indenture, together with any Supplemental Indenture approved pursuant to Article 6 hereof. “Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Authority Bonds when due. “Interest Payment Date” means each March 1 and September 1, commencing September 1, 2024, and the final maturity date of the Bonds; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date, and in the case of the final Interest Payment Date to and including such date, will be paid on the Business Day next preceding such date. “Maximum Special Tax” has the meaning ascribed to it in the Rate and Method of Apportionment. “Moody’s” means Moody’s Investors Service, its successors and assigns. Page 384 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4890-3820-6107v3/024036-0097 “Net Special Taxes” means Gross Special Taxes minus amounts set aside to pay Administrative Expenses. “Ordinance” means and ordinance of the City levying the Special Taxes, including Ordinance No. 2915 adopted by the legislative body of the District on June 3, 2003. “Outstanding” or “Outstanding Bonds and Parity Bonds” means all Bonds and Parity Bonds theretofore issued by the District, except: (1) Bonds and Parity Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1 hereof; (2) Bonds and Parity Bonds for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds or Parity Bonds), provided that, if such Bonds or Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture or any applicable Supplemental Indenture for Parity Bonds; and (3) Bonds and Parity Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 hereof or for which a replacement has been issued pursuant to Section 2.10 hereof. “Parity Bonds” mean bonds or other securities issued by the District and secured by a lien on the Net Special Taxes which is on parity with the lien thereon securing the Bonds. “Person” means natural persons, firms, corporations, partnerships, associations, tr usts, public bodies and other entities. “Policy Costs” means repayment of all amounts due under the Reserve Policy and all amounts due with respect to any Additional Reserve Policy resulting from a failure by the District to pay the principal of and interest on the Bonds when due. “Prepayments” means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in the Improvement Area made in accordance with the Rate and Method of Apportionment. “Principal Office of the Trustee” means the principal corporate trust office of the Trustee in Costa Mesa, California, provided that for purposes of payment, redemption, exchange, transfer, surrender and cancellation of Bonds and Parity Bonds, such term means the principal corporate trust office of the Trustee in Costa Mesa, California, or such other office as the Trustee may from time to time designate in writing to the District and the Owners. “Prior Authority Bonds” means the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. “Prior Bonds” means the District’s Improvement Area B Special Tax Refunding Bonds, Series 2013, currently outstanding in the aggregate principal amount of $3,440,000. Page 385 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4890-3820-6107v3/024036-0097 “Proportionate Share” means, as of the date of calculation, the portion of the reserve requirement required under the Authority Indenture to be on deposit in the CFD No. 06-I Improvement Area B Reserve Account of the Reserve Fund, including any proportionate share of any Policy Costs. “Rate and Method of Apportionment” means that certain Rate and Method of Apportionment of Special Tax for the Improvement Area approved pursuant to the Resolution of Formation, as may be amended in accordance with the Act and this Indenture. “Rating Agency” means Moody’s and Standard & Poor’s, or both, as the context requires. “Record Date” means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. “Regulations” means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. “Reserve Account” means the account by that name established pursuant to Section 3.1 hereof. “Reserve Fund” means the fund by that name established by the Authority Indenture. “Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Bond Insurer on the date of issuance of the Bonds representing the reserve requirement established under the Authority Indenture. “Reserve Requirement” means zero with respect to the Bonds and with respect to any Parity Bonds the amount established by the District on the Delivery Date of such Parity Bonds. “Resolution of Formation” means Resolution No. 2002-361 adopted by the legislative body of the District on September 10, 2002, pursuant to which the City formed the District. “Sinking Fund Payment” means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with any annual sinking fund payment schedule to retire any Bonds or Parity Bonds which are designated as Term Bonds. “Special Tax Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Special Taxes” means the taxes authorized to be levied by the District on property within the Improvement Area in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the September 10, 2002 election in the District. “Standard & Poor’s” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns. “Supplemental Indenture” means any supplemental indenture amending or supplementing this Indenture. “Surplus Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. Page 386 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 4890-3820-6107v3/024036-0097 “Taxable Property” has the meaning ascribed to it in the Rate and Method of Apportionment. “Term Bonds” means the Bonds maturing on September 1, 20__ and any Parity Bonds for which Sinking Fund Payments are established in a Supplemental Indenture. “Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of Ame rica, at its principal corporate trust office in Costa Mesa, California, and its successors or assigns, or any other bank, association or trust company which may at any time be substituted in its place as provided in Sections 7.2 or 7.3 and any successor thereto. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds. Under and pursuant to the Act, the Bonds in the aggregate principal amount of $__________ shall be issued for the purposes of (a) refunding and defeasing the Prior Bonds and (b) funding the District’s share of the Costs of Issuance. Section 2.2. Type and Nature of Bonds and Parity Bonds. Neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof other than the District is pledged to the payment of the Bonds or any Parity Bonds. Except for the Net Special Taxes, no other taxes are pledged to the payment of the Bonds and Parity Bonds. The Bonds and any Parity Bonds are not general or special obli gations of the City nor general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund, as more fully described herein. The District’s limited obligati on to pay the principal of, premium, if any, and interest on the Bonds and any Parity Bonds from amounts in the Special Tax Fund is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds or any Parity Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and any Parity Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds and any Parity Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of the District’s property, or upon any of its income, receipts or revenues, except the Net Special Taxes and other amounts in the Special Tax Fund which are, under the terms of this Indenture and the Act, set aside for the payment of the Bonds and Parity Bonds and interest thereon and neither the members of the legislative body of the District or the City Council nor any persons executing the Bonds and Parity Bonds are liable personally on the Bonds and Parity Bonds by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Special Taxes for the payment of the interest on or the principal of or premium on the Bonds or any Parity Bonds, or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. Page 387 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 4890-3820-6107v3/024036-0097 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of and interest on the Bonds and any Parity Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Owners, and grant s thereto a lien on and a security interest in, all of the Net Special Taxes and any other amounts held in the Special Tax Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act. Pursuant to the Act and this Indenture, the Bonds and any Parity Bonds shall be equally payable from the Net Special Taxes and other amounts in the Special Tax Fund, without priority for number, date of the Bonds or Parity Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any Parity Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Special Taxes and other amounts in the Special Tax Fund, which are hereby set aside for the payment of the Bonds and any Parity Bonds. Amounts in the Special Tax Fund shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and any Parity Bonds and so long as any of the Bonds and any Parity Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary, Net Special Taxes deposited in the Surplus Fund shall no longer be considered to be pledged to the Bonds or any Parity Bonds, and none of the Surplus Fund, or the Administrative Expense Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude; (a) subject to the limitations herein, the redemption prior to maturity of any Bonds or Parity Bonds subject to call and redemption and payment of said Bonds or Parity Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California; or (b) the issuance, subject to the limitations contained herein, of Parity Bonds which shall be payable from Net Special Taxes. Section 2.4. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. The Bonds and any Parity Bonds of each issue shall be numbered as desired by the Trustee. The Bonds shall be designated “CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) IMPROVEMENT AREA B 2024 SPECIAL TAX REFUNDING BONDS.” The Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on September 1, 2024 and each Interest Payment Date thereafter: Page 388 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 4890-3820-6107v3/024036-0097 Maturity Date (September 1) Principal Amount Interest Rate $ % *Term Bond Interest shall be payable on each Bond and Parity Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that Bond or Parity Bond has been paid; provided, however, that if at the maturity date of any Bond funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture, such Bonds and Parity Bonds shall then cease to bear interest. Interest due on the Bonds and Parity Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Section 2.5. Place and Form of Payment. The Bonds and Parity Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and Parity Bonds and any premiums due upon the redemption thereof shall be payable upon presentation and surrender thereof at the Principal Office of the Trustee, or at the designated office of any successor Trustee; provided that so long as the Authority or the Authority Trustee on its behalf is the registered owner o f all the Bonds, such presentment is not required. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bond, unless (i) such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date imm ediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond or Parity Bond, in which event interest shall be payable from the dated date of such Bond or Parity Bond; provided, however, that if at the time of authentication of such Bond or Parity Bond, interest is in default, interest on that Bond or Parity Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond or Parity Bond, interest on that Bond or Parity Bond shall be payable from its dated date. Interest on any Bond or Parity Bond shall be paid to the person whose name shall appear in the Bond Register as the Owner of such Bond or Parity Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed on the applicable Interest Payment Date b y first class mail, Page 389 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 4890-3820-6107v3/024036-0097 postage prepaid, to such Bondowner at his or her address as it appears on the Bond Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of $1,000,000 or more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account designated by such Owner. Section 2.6. Form of Bonds and Parity Bonds. The definitive Bonds shall be typewritten. The Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such Bonds and any Parity Bonds and of the certificate of authentication. Notwithstanding any provision in this Indenture to the contrary, the District may, in its sole discretion, elect to issue the Bonds and any Parity Bonds in book entry form. Until definitive Bonds or Parity Bonds shall be prepared, the District may cause to be executed and delivered in lieu of such definitive Bonds or Parity Bonds temporary bonds in typed, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds or Parity Bonds, except that they may be in any denominations authorized by the District. Until exchanged for definitive Bonds or Parity Bonds, any temporary bond shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds and Parity Bonds. If the District issues temporary Bonds, it shall execute and furnish definitive Bonds or Parity Bonds, as applicable, without unnecessary delay and thereupon any temporary Bond or Parity Bond may be surrendered to the Trustee at its office, without expense to the Owner, in exchange for a definitive Bond or Parity Bond of the same issue, maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds and Parity Bonds so surrendered shall be cancelled by the Trustee and shall not be reissued. Section 2.7. Execution and Authentication. The Bonds and Parity Bonds shall be signed on behalf of the District by the manual or facsimile signature of the Mayor of the City and by the manual or facsimile signature of the City Clerk, or any duly appointed deputy clerk, in their capacity as officers of the District. In case any one or more of the officers who shall have signed or sealed any of the Bonds or Parity Bonds shall cease to be such officer before the Bonds o r Parity Bonds so signed and sealed have been authenticated and delivered by the Trustee (including new Bonds or Parity Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or Parity Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds or Parity Bonds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Only the Bonds or Parity Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A attached hereto shall be entitled to any right or benefit under this Indenture, and no Bond or Parity Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Section 2.8. Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds and any Parity Bonds which shall upon reasonable prior notice be open to inspection by the District during all regular business hours, and, subject to the limitations set forth in Section 2.9 below, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, with reasonable notice, register or transfer or cause to be transferred on said Bond Register, Bonds and any Parity Bonds as herein provided. Page 390 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 4890-3820-6107v3/024036-0097 The District and the Trustee may treat the Owner of any Bond or Parity Bond whose name appears on the Bond Register as the absolute Owner of that Bond or Parity Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner’s address so that the Bond Register may be revised accordingly. Section 2.9. Registration of Exchange or Transfer. Subject to the limitations set forth in the following paragraph, the registration of any Bond or Parity Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond or Parity Bond for cancellation at the office of the Trustee, accompanied by delivery of written instrument of transfer in a form acceptable to the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. Bonds or Parity Bonds may be exchanged at the office of the Trustee for a like aggregate principal amount of Bonds or Parity Bonds for other authorized denominations of the same maturity and issue. The Trustee shall not collect from the Owner any charge for any new Bond or Parity Bond issued upon any exchange or transfer, but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the District. Whenever any Bonds or Parity Bonds shall be surrendered for registration of transfer or exchange, the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds or a new Parity Bond or Parity Bonds, as applicable, of the same issue and maturity, for a like aggregat e principal amount; provided that the Trustee shall not be required to register transfers or make exchanges of (i) Bonds or Parity Bonds for a period of 15 days next preceding any selection of the Bonds or Parity Bonds to be redeemed, or (ii) any Bonds or Parity Bonds chosen for redemption. Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds. If any Bond or Parity Bond shall become mutilated, the District shall execute, and the Trustee shall authenticate and deliver, a new Bond or Parity Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond or Parity Bond so mutilated, but only upon surrender to the Trustee of the Bond or Parity Bond so mutilated. Every mutilated Bond or Parity Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond or Parity Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the Trustee shall be given, the District shall execute and the Trustee shall authenticate and deliver, a new Bond or Parity Bond, as applicable, of like tenor, maturity and issue, numbered and dated as the Trustee shal l determine in lieu of and in substitution for the Bond or Parity Bond so lost, destroyed or stolen. Any Bond or Parity Bond issued in lieu of any Bond or Parity Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds or Parity Bonds issued hereunder. The Trustee shall not treat both the original Bond or Parity Bond and any replacement Bond or Parity Bond as being Outstanding for the purpose of determining the princ ipal amount of Bonds or Parity Bonds which may be executed, authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds or Parity Bonds Outstanding hereunder, but both the original and replacement Bond or Parity Bond sha ll be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond or Parity Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds or Parity Bonds Page 391 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 4890-3820-6107v3/024036-0097 Section 2.11. Validity of Bonds and Parity Bonds. The validity of the authorization and issuance of the Bonds and any Parity Bonds shall not be affected in any way by any defect in any proceedings taken by the District for the refunding of the Prior Bonds, and the recital contained in the Bonds or any Parity Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds. (a) There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (1) The Community Facilities District No. 06-I Improvement Area B Special Tax Fund (the “Special Tax Fund”) (in which there shall be established and created an Interest Account, a Principal Account, a Reserve Account and a Redemption Account); (2) The Community Facilities District No. 06-I Improvement Area B Administrative Expense Fund (the “Administrative Expense Fund”); and (3) The Community Facilities District No. 06-I Improvement Area B Surplus Fund (the “Surplus Fund”). The amounts on deposit in the foregoing funds and accounts shall be held by the Trustee on behalf of the District and shall be invested and disbursed in accordance with the provisions of this Article 3. The investment earnings thereon shall be disbursed in accordance with the provisions of Section 3.8 hereof. (b) Proceeds from the sale of the Bonds in the amount of $__________ (which amount is net of $__________ paid or retained by the Authority Trustee to pay the District’s share of the Costs of Issuance (as defined in the Authority Indenture) (including underwriter’s discount) and net of $__________retained by the Authority Trustee as the cash-funded portion of the District’s Proportionate Share of the Reserve Fund), shall be received by the Trustee and deposited and transferred as follows: (1) $__________ shall be transferred to the Escrow Agent for deposit in the escrow fund created under the Escrow Agreement; and (c) The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. Section 3.2. Deposits to and Disbursements from Special Tax Fund. (a) The Trustee shall deposit Gross Special Taxes identified as Delinquency Proceeds and transferred to the Trustee by the District as follows: (1) the amount specified by the District as representing past due interest on the Bonds and Parity Bonds shall be deposited to the Interest Account of the Special Tax Fund; and Page 392 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 4890-3820-6107v3/024036-0097 (2) the amount specified by the District as representing past due principal of the Bonds and Parity Bonds shall be deposited to the Principal Account of the Special Tax Fund. (b) Except for the portion of any Prepayment to be deposited to the Redemption Account, the District shall, as soon as practicable transfer the Special Taxes received by the District to the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. The Trustee shall transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the following Sections, in the following order of priority, to: (1) the Administrative Expense Fund an amount equal to the Administrative Expense Requirement or, if the Trustee receives written direction from the District to transfer a lesser amount, then such lesser amount, provided that not more than one -half of the Administrative Expense Requirement shall be so transferred in any Fiscal Year prior to th e date on which the balance on deposit in the Interest Account of the Special Tax Fund is at least equal to the interest payable on the Bonds on March 1; (2) the Interest Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the interest on the Bonds and any Parity Bonds payable on the next succeeding Interest Payment Date; (3) the Principal Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the principal amount of the Bonds and any Parity Bonds and/or the Sinking Fund Payment payable on the next succeeding September 1; provided that not more than one-half of the principal amount and/or the Sinking Fund Payment payable on the next succeeding September 1 shall be deposited in the Principal Account prior to March 1 until (i) the balance on deposit in the Administrative Expense Fund equals the Administrative Expense Requirement, or such lesser amount directed by the District in writing to the Trustee, and (ii) the balance on deposit in the Interest Account equals the interest payable on the Bonds and any Parity Bonds through September 1; (4) the Reserve Account the amounts necessary to fund and pay the amounts as set forth in Section 3.5 hereof; (5) the Redemption Account of the Special Tax Fund; and (6) the Surplus Fund. At least ten (10) Business Days prior to each Interest Payment Date, the Trustee shall notify the District in writing the amount of Special Taxes required to pay the principal of and interest on the Bonds and any Parity Bonds on the next succeeding Interest Payment Date and the amount necessary to cause the balance on deposit in the CFD No. 06-I Improvement Area B Reserve Account to equal the District’s Proportionate Share and to cause the balance in the R eserve Account to equal the Reserve Requirement, if any. The Trustee shall notify the Authority Trustee at least five (5) Business Days prior to each Interest Payment Date if there is not on deposit with the Trustee, after making all of the transfers required hereunder, moneys sufficient to pay the principal of and interest on the Bonds and any Parity Bonds. Section 3.3. Administrative Expense Fund. The Trustee shall transfer from the first available Special Taxes in the Special Tax Fund to the Administrative Expense Fund an amount such Page 393 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 4890-3820-6107v3/024036-0097 that the total amounts so transferred in any Bond Year do not exceed the Administrative Expense Requirement. In the event Administrative Expenses exceed the Administrative Expense Requirement in any Bond Year, the total amount transferred in a Bond Year shall not exceed the Administrative Expense Requirement until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all Bonds and Parity Bonds due in such Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 06-I Improvement Area B Reserve Account to the Proportionate Share. Notwithstanding th e foregoing, at the direction of the District, amounts in excess of the Administrative Expense Requirement may be transferred to the Administrative Expense Fund prior to the transfers to the Interest Account, the Principal Account and the Redemption Account pursuant to Sections 3.4 and 3.5 below to the extent necessary to collect delinquent Special Taxes. Following the required transfers pursuant to Sections 3.4 and 3.5 below of amounts sufficient to pay the interest and principal on all Bonds and Parity Bonds due in a Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 06 -I Improvement Area B Reserve Account to the Proportionate Share, an Authorized Representative of the City may direct the Trustee, in writing, to transfer additional amounts from the Special Tax Fund to the Administrative Expense Fund. Moneys in the Administrative Expense Fund may be held uninvested or invested in any Authorized Investments. Section 3.4. Interest Account and Principal Account of the Special Tax Fund. The principal of and interest due on the Bonds and any Parity Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds and any Parity Bonds will be made when due, after making the transfer required by Section 3.3, at least five Business Days prior to each March 1 and September 1, the Tr ustee shall make the following transfers from the Special Tax Fund first to the Interest Account and then to the Principal Account; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, any Parity Bonds, or otherwise, the transfer from the Special Tax Fund need not be made. At least fifteen (15) days prior to an Interest Payment Date, the Trustee shall notify the Authority and the Authority Trustee if there are insufficient funds to provide for the payment of principal and interest due on the Bonds and any Parity Bonds on such Interest Payment Date. Section 3.5. Reserve Account of the Special Tax Fund. After making the deposits required by Section 3.4 above, the Trustee shall next transfer to the Reserve Account the amount, if any, necessary to (i) pay Policy Costs with respect to the Reserve Policy then due and payable, (ii) pay Policy Costs with respect to any Additional Reserve Policy then due and payable, and (iii) cause the amount in the Reserve Account, taking into account the amounts then on deposit in the Reserve Account, to be equal to the Reserve Requirement. Amounts deposited to the Reserve Account to pay any Policy Costs due under the Reserve Policy or under any Additional Reserve Policy held by the Authority Trustee shall be transferred by the Trustee to the Authority Trustee to be applied in accordance with the Authority Indenture, and amounts deposited to the Reserve Account to pay Policy Costs with respect to any other Additional Reserve Policy shall be disbursed by the Trustee to the provider of such Additional Reserve Policy or as otherwise agreed to by such provider. If subsequent to the issuance of the Bonds a Reserve Requirement is established by the District, thereafter there shall be maintained in the Reserve Account of the Special Tax Fund an amount equal to the Reserve Requirement to be applied as follows: Page 394 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 4890-3820-6107v3/024036-0097 (a) Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on any Parity Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor and for the purpose of making any required transfer to a rebate fund established in connection with the issuance of Parity Bonds upon written direction from the District. If the amounts in the Interest Account, the Principal Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Parity Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to any rebate fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund or a rebate fund, as applicable, moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers referred to in Section 3.4 above, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore th e amount of such Reserve Account to the Reserve Requirement; provided, however, that such amount so deposited shall be on a pro rata basis with any amounts necessary to pay Policy Costs. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Interest Account or the Principal Account of the Special Tax Fund in accordance with Section 3.4 above. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates. In connection with an optional redemption of Parity Bonds in accordance with any Supplemental Indenture, or a partial defeasance of Parity Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for an issue of Parity Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on an issue of Parity Bonds in the final Bond Year for such issue. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Reserve Account on the fifth Business Day before each March 1 and September 1 and transferred to the Interest Account of the Special Tax Fund. Section 3.6. Redemption Account of the Special Tax Fund. (a) After making the transfers and deposits required by Sections 3.4 and 3.5 above, and in accordance with the District’s election to call Parity Bonds for optional redemption as set forth in any Supplemental Indenture for Parity Bonds, the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal and the premiums, if any, payable on Parity Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund may be applied to optionally redeem Parity Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement and the amount in the CFD No. 06-I Improvement Area B Reserve Account will equal the Proportionate Share. Page 395 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 4890-3820-6107v3/024036-0097 (b) Prepayments deposited to the Redemption Account shall be applied on the redemption date established pursuant to Section 4.1(c) hereof for the use of such Prepayments to the payment of the principal of, premium, and interest on the Bonds and Parity Bonds to be redeemed with such Prepayments. (c) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and Parity Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds or Parity Bonds to be redeemed upon presentation and surrender of such Bonds or Parity Bonds and in the case of an optional redemption or an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding Bonds or Parity Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds or Parity Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to any premium schedule established pursuant to Section 4.1(a) hereof, or in the case of Parity Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Bonds or Parity Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.7. Surplus Fund. After making the transfers required by Sections 3.3, 3.4, 3.5 and 3.6 hereof, as soon as practicable after each September 1, and in any event prior to each October 1, the Trustee shall transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative directing that certain amounts be retained in the Special Tax Fund because the District has included such amounts as being available in the Special Tax Fund in calculating the amount of the levy of Special Ta xes for such Fiscal Year pursuant to Section 5.2(b) hereof. Moneys deposited in the Surplus Fund will be transferred by the Trustee at the direction of an Authorized Representative of the City (i) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, premium, if any, and interest on the Bonds and any Parity Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account are insufficient therefor, (ii) to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, (iii) to the CFD No. 06-I Improvement Area B Reserve Account to restore the CFD No. 06-I Improvement Area B Reserve Account to the Proportionate Share and to pay Policy Costs, (iv) to the Administrative Expense Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Fund are insufficient to pay Administrative Expenses, (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Bonds or the Parity Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds or Parity Bonds, the District will notify the Trustee in a Certificate of an Authorized Representative and the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at the written direction of the District in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Authorized Investments Page 396 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 4890-3820-6107v3/024036-0097 at a yield not in excess of the yield on the issue of Bonds or Parity Bonds to which such amounts are to be applied, unless, in the opinion of Bond Counsel, investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or any Parity Bonds which were issued on a tax-exempt basis for federal income tax purposes. Section 3.8. Investments. Moneys held in any of the Accounts under this Indenture shall be invested by the Trustee or the District, as applicable, in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Accounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Account from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund, and each Account therein, and of the Surplus Fund shall be deposited in those respective Funds and Accounts. Moneys in the Accounts held under this Indenture may be invested by the District or the Trustee as directed in writing by the District, as applicable, from time to time, in Authorized Investments subject to the following restrictions: (a) Moneys in the Interest Account, the Principal Account, and the Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. (b) In the absence of written directions from the District , the Trustee shall hold such moneys uninvested. The District or the Trustee, as applicable, shall sell, or present for redemption, any Authorized Investment whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Accounts or from such Accounts to which such Authorized Investments is credited. For the purpose of determining at any given time the balance in any such Accounts, any such investments constituting a part of such Accounts shall be valued at the lower of the cost or the market value thereof, exclusive of accrued interest, at least semiannually. In making any valuations hereunder, the District or the Trustee, as applicable, may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything herein to the contrary, the District or the Trustee, as applicable, shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee or the District, as applicable, may act as principal or agent in the making or disposing of any investment. The Trustee or the District, as a pplicable, may sell, or present for redemption, any Authorized Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Authorized Investment is credited, and, subject to the provisions of Section 7.4, the Trustee or the District, as applicable, shall not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee or the District, as applic able, may commingle the funds and accounts established hereunder, but shall account for each separately. The District acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at Page 397 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 4890-3820-6107v3/024036-0097 no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee will furnish the District periodic cash transaction st atements which shall include detail for all investment transactions made by the Trustee hereunder or brokers selected by the District. Upon the District’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the holding, acquisition or disposition of any investment. The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds. (a) Optional Redemption. The Bonds are not subject to optional redemption prior to maturity. (b) Extraordinary Redemption. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to Section 3.2 at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Prepayments will be allocated to the payment at maturity and redemption of Bonds and any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds and any Parity Bonds and such amounts shall be ap plied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the District may specify in a Certificate of an Authorized Representative that Prepayments be applied to one or more maturities of the Bonds or Parity Bonds so long as there is delivered to the Trustee a certificate of the Independent Financial Consultant that, following such application of the Prepayments, the maximum Sp ecial Taxes that may be levied in each Fiscal Year on Taxable Property is not less than 110% of Annual Debt Service, plus the Administrative Expense Requirement, in the Bond Year that begins in such Fiscal Year. For so long as the Authority is the Owner of the Bonds, in connection with the calculation of such redemption price, the District shall receive a credit from the Authority from the reduction in the Page 398 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 4890-3820-6107v3/024036-0097 Proportionate Share of the Reserve Requirement resulting from the redemption of the Bonds and the Authority Bonds so redeemed in connection therewith. (c) The redemption provisions for Parity Bonds shall be set forth in a Supplemental Indenture. Section 4.2. Selection of Bonds and Parity Bonds for Redemption. If less than all of the Bonds or Parity Bonds Outstanding are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such Bonds or Parity Bonds for redemption, th e Trustee shall treat such Bonds or Parity Bonds, as applicable, as representing that number of Bonds or Parity Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bonds or Parity Bonds to be redeemed in part by $5,000. The procedure for the selection of Parity Bonds for redemption may be modified as set forth in the Supplemental Indenture for such Parity Bonds. The Trustee shall promptly notify the District, in writing, of the Bonds or Parity Bonds, or portions thereof, selected for redemption. Section 4.3. Notice of Redemption. When Bonds or Parity Bonds are due for redemption under Section 4.1 above or under another redemption provision set forth in a Supplemental Indenture relating to any Parity Bonds, the Trustee shall give notice, in the name of the District, of the redemption of such Bonds or Parity Bonds; provided, however, that a notice of optional redemption may be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Parity Bonds to be redeemed. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the Bonds or Parity Bonds selected for redemption, except that where all of the Bonds or all of an i ssue of Parity Bonds are subject to redemption, or all the Bonds or Parity Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds or Parity Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds or Parity Bonds are to be redeemed; (e) in the case of Bonds or Parity Bonds to be redeemed only in part, state the portion of such Bond or Parity Bond which is to be redeemed; (f) state the date of issue of the Bonds or Parity Bonds as originally issued; (g) state the rate of interest borne by each Bond or Parity Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds or Parity Bonds being redeemed as shall be specified by the Trustee. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond, Parity Bond or portion thereof called for redemption, the pr incipal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee shall send a copy of such notice to the respective Owners thereof at their addresses appearing on the Bond Register, and to the original purchaser of the Bonds or Parity Bonds, as applicable. The actual receipt by the Owner of any Bond or Parity Bond or the original purchaser of any Bond or Parity Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or Parity Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Page 399 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 4890-3820-6107v3/024036-0097 In addition to the foregoing notice, further notice shall be given by the Trustee as set out below if the Bonds or Parity Bonds are not owned by the Authority at the time the notice of redemption is given pursuant to this Section 4.3, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least two days before notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail, overnight delivery service or any other means acceptable to the registered securities depository listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and Parity Bonds as shall be specified by the Trustee and to any national information service s that disseminate notice of redemption of obligations such as the Bonds and Parity Bonds as determined by the Trustee: Registered Securities Depositories The Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 Attn. Call Notification Department Fax: (212) 855-7232 Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The District and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Upon the payment of the redemption price of any Bonds and Parity Bonds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds and Parity Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4. Partial Redemption of Bonds or Parity Bonds. Upon surrender of any Bond or Parity Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds or a new Parity Bond or Parity Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity or, in the case of surrender of a Parity Bond, a new Parity Bond or Parity Bonds subject to the foregoing limitations. Section 4.5. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3 hereof, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds and Parity Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as Page 400 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 4890-3820-6107v3/024036-0097 provided in this Indenture or in any Supplemental Indenture with respect to any Parity Bonds, anything in this Indenture or in the Bonds or the Parity Bonds to the contrary notwithstanding; (b) Upon presentation and surrender thereof at the office of the Trustee, the redemption price of such Bonds and Parity Bonds shall be paid to the Owners thereof; provided that so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds no such presentment is required; (c) As of the redemption date the Bonds or the Parity Bonds, or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or Parity Bonds, or portions thereof, shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds, Parity Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds and any Parity Bonds against all claims and demands of all persons. Section 5.2. Covenants. So long as any of the Bonds or Parity Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and this Indenture (to be performed by the District or its proper offi cers, agents or employees), which covenants are necessary and desirable to secure the Bonds and Parity Bonds and tend to make them more marketable; provided, however, that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment; Against Encumbrances. The District covenants that it will receive all Special Taxes in trust for the Owners and will cause to be deposited all Special Taxes with the Trustee immediately upon their apportionment to the District, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. All such Special Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond and Parity Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and the Parity Bonds and in accordance with this Indenture to the extent that Net Special Taxes and other amounts pledged hereunder are available therefor, and that the payments into the Funds and Accounts created hereunder will be made, all in strict conformity with the terms of the Bonds, any Parity Bonds, and this Indenture , and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and of the Bonds and any Parity Bonds issued hereunder. Page 401 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 4890-3820-6107v3/024036-0097 The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Special Taxes except as provided in this Indenture, and will not issue any obligation or security having a lien or charge upon the Net Special Taxes superior to or on a parity with the Bonds, other than Parity Bonds. Nothing herein shall prevent the District from issuing or incurring indebtedness which is payable from a pledge of Net Special Taxes which is subordinate in all respects to the pledge of Net Special Taxes to repay the Bonds and the Parity Bonds. (b) Levy of Special Tax. So long as any Bonds or Parity Bonds issued under this Indenture are Outstanding, the legislative body of the District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and available for such purpose, to pay (1) the principal of and interest on the Bonds and any Parity Bonds when due, (2) the Administrative Expenses, (3) any amounts required to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement, (4) any amounts required to replenish the CFD No. 06- I Improvement Area B Reserve Account to the Proportionate Share and pay all Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds, and (5) any amounts due to the Bond Insurer not included in (1) through (4) above . The District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to l evy the Special Tax for so long as the Bonds and any Parity Bonds are Outstanding. (c) Commence Foreclosure Proceedings. The District covenants for the benefit of the Owners of the Bonds and any Parity Bonds that it will review the public records of the County of San Diego, California, in connection with the collection of the Special Taxes not later than July 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year and will commence and diligently pursue to completion, judic ial foreclosure proceedings against (i) properties under common ownership with delinquent Special Taxes in the aggregate of $5,000 or more by October 1 following the close of the Fiscal Year in which the Special Taxes were due, and (ii) against all properties with delinquent Special Taxes in the aggregate of $2,500 or more by October 1 following the close of any Fiscal Year if the amount of the Reserve Fund is less than its reserve requirement or if the amount in the Reserve Account is less than the Reserve Requirement. Notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel for which the District has received funds equal to the delinquent installments of Special Taxes related to such parcel from any source (excluding draws from the Reserve Account), including without limitation the proceeds of any sale and assignment of such delinquent installments to a third party, and such funds are available to contribute toward the payment of the principal of and interest on the Bonds and Parity Bonds when due. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account and the CFD No. 06-I Improvement Area B Reserve Account. The District may treat any delinquent Special Tax sold to an independent third -party or to any funds of the City for at least 100% of the delinquent amount as having been paid. Proceeds of any such sale up to 100% of the delinquent amount will be deposited in the Special Tax Fund. The District covenants that it will deposit the net proceeds of any foreclosure and any other Delinquency Proceeds in the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds, to make current payments of principal and interest on the Bonds and any Parity Bonds and to replenish any draw on the Reserve Account and the CFD No. 06 -I Improvement Area B Reserve Account, and to pay its proportionate share of Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds. Page 402 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 4890-3820-6107v3/024036-0097 (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Net Special Taxes or other funds in the Special Tax Fund, or which might impair the security of the Bonds or any Parity Bonds then Outstanding; provided that nothing herein contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Trustee or of the Owners of not less than 10% of the principal amount of the Bonds or the Owners of not less than 10% of any issue of Parity Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Authority Bonds issued on a tax-exempt basis for federal income tax purposes will not be adversely affected for federal income tax purposes, the District covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality o f the foregoing, as follows: (1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or any Parity Bonds or of any other moneys or property which would cause the Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “private activity bonds” within the meaning of Section 141 of the Code; (2) Arbitrage. The District will make no use of the proceeds of the Bonds or any Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause Authority Bonds issued on a tax -exempt basis for federal income tax purposes to be “arbitrage bonds” within the meaning of Section 148 of the Code; (3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or any Parity Bonds or take or omit to take any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (4) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure compliance wi th the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on Authority Bonds; and (5) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds or Parity Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for federal income tax purposes of interest on the Authority Bonds issued on a tax-exempt basis. Page 403 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 4890-3820-6107v3/024036-0097 (g) Reduction of Maximum Special Taxes. The District hereby finds and determines that, historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in Southern California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the District hereby determines that a reduction in the maximum Special Tax rates authorized to be levied on parcels in the Improvement Area below the levels provided in this Section 5.2(g) would interfere with the timely retirement of the Bonds and Parity Bonds. The District determines it to be necessary in order to preserve the security for the Bonds and Parity Bonds to covenant, and, to the maximum extent that the law permits it to do so, the District hereby does covenant, that it shall not initiate proceedings to reduce the maximum Special Tax rates for the Improvement Area, unless, in connection therewith, (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the Improvement Area Bs of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property in each Bond Year for any Bonds and Parity Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding after the reduction is approved, (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds, and (iii) no Policy Costs or amounts under the Insurance Policy are due and payable to the Bond Insurer and (iv) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. (h) Covenants to Defend. The District covenants that, in the event that any initiative is adopted by the qualified electors in the Improvement Area which purports to reduce the minimum or the maximum Special Tax below the levels specified in Section 5.2(g) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. (i) Limitation on Right to Tender Bonds. The District hereby covenants that it will not adopt any policy pursuant to Section 53344.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District shall have first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds and Parity Bonds when due. (j) Further Assurances. The District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds and any Parity Bonds of the rights and benefits provided in this Indenture. (k) Subordinate Debt. Any indebtedness of the District evidenced by any subordinated debt and any renewals or extensions thereof (herein called “Subordinated Indebtedness”), shall at all times be wholly subordinate and junior in right of payment to any and all indebtedness of the District under this Indenture (herein called “Superior Indebtedness”). Following an event of default under this Indenture, no Subordinated Indebtedness shall be paid prior to any Superior Indebtedness in any fiscal year of the District. If the holder of the Subordinated Indebtedness is a commerc ial bank, savings bank, savings and loan association or other financial institution which is authorized by law to Page 404 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 4890-3820-6107v3/024036-0097 accept and hold deposits of money or issue certificates of deposit, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the District maintained with or held by such holder. (l) Pledged Net Special Taxes. The District represents it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of t he Net Special Taxes that ranks on a parity with or prior to the pledge granted under this Indenture. The District, except as may be provided otherwise in this Indenture, shall not hereafter make any pledge or assignment of, lien on, or security interest in the Net Special Taxes payable senior to or on a parity with the pledge of Net Special Taxes established under this Indenture. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes provided, however, that any such amendment or modification which adversely affects the rights and interests of the Bo nd Insurer shall require the prior written consent of the Bond Insurer: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any additional resolution or order, provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreements, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond or Parity Bond payments; (c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of this Indenture; (d) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds or any Parity Bonds then Outstanding; or (e) to modify, alter or amend the rate and method of apportionment of the Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on Developed Property within the Improvement Area to an amount which is less than 110% of the sum of estimated Administrative Expenses and principal and interest due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such amendment; or Page 405 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 4890-3820-6107v3/024036-0097 (f) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent . Exclusive of the Supplemental Indentures described in Section 6.1, the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding shall have the right to consent to and approve the adoption by the District of such Supplemental Indentures as shall be deemed necessary or desirable by the District, for the purpose of waiving, mo difying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond or Parity Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or Parity Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Parity Bond over any other Bond or Parity Bond, or (d) a reduction in the aggregate principal amount of the Bonds and Parity Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds and Parity Bonds then Outstanding. If at any time the District shall desire to adopt a Supplemental Indenture, which pursuant to the terms of this Section shall require the consent of the Bondowners, the District shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to all Bondowners at their addresses as they appear in the Bond Register (if the Authority or the Authority Trustee on the Authority’s behalf is the owner of all the Bonds, such amendment may be delivered by other communication methods). Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when c onsented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding, which instrument or instruments shall refer to the propose d Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds and any Parity Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds and Parity Bo nds have consented to the adoption of any Supplemental Indenture, Bonds or Parity Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds in instances where such consent is required pursuant to the provisions of this section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds and Parity Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to suc h modifications and amendments. Page 406 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 4890-3820-6107v3/024036-0097 The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by Sections 6.1 and 6.2 which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, so long as the Insurance Policy is in full force and effect, any amendment, supplement, modification to, or waiver of, this Indenture pursuant to this Section 6.2 shall be subject to the prior written consent of the Bond Insurer. Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds or any Parity Bonds may bear a notation, by endorsement in form approved by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date and presentation of his Bond or Parity Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds or Parity Bonds. If the District shall so determine, new Bonds or Parity Bonds so modified as, in t he opinion of the District, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date such new Bonds or Parity Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds or Parity Bonds, upon surrender of such Outstanding Bonds or Parity Bonds. ARTICLE VII TRUSTEE Section 7.1. Trustee. Wilmington Trust, National Association, shall be the Trustee for the Bonds and any Parity Bonds unless and until another Trustee is appointed by the District hereunder. The District may, at any time, appoint a successor Trustee satisfying the re quirements of Section 7.2 below for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture; provided, however, that the Trustee shall be at all times the same entity as the Authority Trustee. The Trustee is hereby authorized to and shall mail by first class mail, postage prepaid, or wire transfer in accordance with Section 2.5 above, interest payments to the Bondowners, to select Bonds and Parity Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds and Parity Bonds when the same are duly presented to it for payment at maturity or on call and redem ption, to provide for the registration of transfer and exchange of Bonds and Parity Bonds presented to it for such purposes, to provide for the cancellation of Bonds and Parity Bonds all as provided in this Indenture, and to provide for the authentication of Bonds and Parity Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds and Parity Bonds paid, discharged and cancelled by it. The Trustee is hereby authorized to redeem the Bonds and Parity Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds and Parity Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. Page 407 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 4890-3820-6107v3/024036-0097 The District shall from time to time, subject to any agreement between the District and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees, costs and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee, its officers, official s, directors, employees and agents, harmless from and against any losses, costs, damages, claims, expenses and liabilities, including, without limitation fees, costs and expenses of its attorneys, not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. In no event shall the Trustee be responsible or liable for any consequential, punitive, indirect, incidental or special damages or loss of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing obligation of the District to indemnify the Trustee shall survive the removal or resignation of the Trustee and the discharge of the Bonds. Section 7.2. Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors thereto; provided that any such successor shall be a bank, association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Trustee. If any bank, association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such bank, association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee’s identity and address. Section 7.3. Resignation of Trustee. The Trustee may at any time resign and discharged from its duties and obligations hereunder by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be sent to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee satisfying the criteria in Section 7.2 above by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within thirty (30) calendar days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of itself and all other Owners) may, at the sole expense of the District petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Section 7.4. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds and any Parity Bonds shall be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture, the Bonds or any Parity Bonds, and shall incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth herein, in the Bonds and any Parity Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee Page 408 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 4890-3820-6107v3/024036-0097 shall be under no responsibility or duty with respect to the issuance of the Bonds or any Parity Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for any action taken or omitted by it or any of its officers, employees or agents in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be entitled to request and receive written instructions from the District and/or Owners and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of any such party. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of an Owner and/or the District, pursuant to the provisions of this Indenture, unless such party shall have offered to the Trustee security or indemnity (satisfactory to the Trustee in its sole and absolute discretion) against the costs, expenses and li abilities which may be incurred by it in compliance with such request or direction. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the District or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person. The Trustee shall be conclusively protected in acting upon any notice, resolution, request, direction, consent, order, certificate, opinion, report, bond, debenture, note, other evidence of indebtedness (including any Bond or Parity Bond) or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper person or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal que stions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond or Parity Bond unless and until such Bond or Parity Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee sh all deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by a written certificate of the District, and/or opinion of counsel, and such certificate or opinion shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Page 409 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 4890-3820-6107v3/024036-0097 Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee shall not be deemed to have knowledge of (A) any events of other information, or (B) any default or event of default until an officer at the Trustee’s corporate trust officer responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, war, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, litigation or arbitration involving a party or others relating t o zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty or in any way expand or impliedly expand the scope of the Trustee’s duties hereunder, and, with respect to such permissive rights, the Trustee shall no t be answerable for other than its negligence or willful misconduct. The Trustee shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee. The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. The Trustee may become the Owner or pledgee of the Bonds and Parity Bonds with the same rights it would have if it were not Trustee. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against the Trustee. Page 410 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 4890-3820-6107v3/024036-0097 These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless such Owners shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole and exclusive direction against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of De fault has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person. Any such instructions and directions furnished by electronic transmission shall be in the form of attachments in PDF format. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. Section 7.5. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default. Any one or more of the following events shall constitute an “event of default”: (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond or Parity Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; Page 411 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 4890-3820-6107v3/024036-0097 (b) Default in the due and punctual payment of the interest on any Bond or Parity Bond when and as the same shall become due and payable; or (c) Except as described in (a) or (b), default shall be made by the District in the observance of any of the agreements, conditions or covenants on its part contained in this Indenture, the Bonds or any Parity Bonds, and such default shall have continued for a period of 30 days after the District shall have been given notice in writing of such default by the Trustee or the Owners of 25% in aggregate principal amount of the Outstanding Bonds and Parity Bonds; provided, however, that if in the reasonable opinion of the District the default stated in the notice can be correc ted, but not within such thirty (30) day period, and corrective action is instituted by the District, with the written approval of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), within such thirty (30) day period and diligently pursued in good faith until the default is corrected, such default shall not be an Event of Default hereunder. The Trustee agrees to give notice to the Owners immediately upon the occurrence of an event of default under (a) or (b) above and within 30 days of the Trustee’s knowledge of an event of default under (c) above. Section 8.2. Remedies of Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment o f the principal of, premium, if any, and interest on the Outstanding Bonds and Parity Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture, including: (a) By mandamus or other suit or proceeding at law or in equity to enforce its rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount Outstanding Bonds and Parity Bonds and is indemnified to its satisfaction, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners of the Bonds and Parity Bonds. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at la w or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. The Bonds and any Parity Bonds are not subject to acceleration prior to maturity. Page 412 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 4890-3820-6107v3/024036-0097 Section 8.3. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds and Parity Bonds shall be applied by the Trustee in the f ollowing order upon presentation of the several Bonds and Parity Bonds: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel, and to the payment of all other outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount of interest on and principal of the Bonds and Parity Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds and Parity Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority: (a) first to the payment of all installments of interest on the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, (b) second, to the payment of all installments of principal, including Sinking Fund Payments, of the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, and (c) third, to the payment of interest on overdue installments of principal and interest on the Bonds and Parity Bonds on a pro rata basis based on the total amount then due and owing. Section 8.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds and Parity Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation. Any suit, action or proceeding which any Owner of Bonds or Parity Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds and Parity Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds and Parity Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds and Parity Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds a nd Parity Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. Page 413 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 4890-3820-6107v3/024036-0097 Section 8.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of the Bonds and Parity Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Net Special Taxes and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. Section 8.6. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds or the Parity Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds and Parity Bonds to the respective Owners of the Bonds and Parity Bonds at the respective dates of maturity, as herein provided, out of the Net Special Taxes and other moneys herein pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Owners shall not affect any subsequent default or breach of duty or contract, or im pair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds or Parity Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or the Owners by the Act or by this Article VIII may be enforced and exercised from time to time and as often as shall be d eemed expedient by the Trustee or the Owners, as the case may be. Section 8.7. Limitations on Rights and Remedies of Owners. No Owner of any Bond or Parity Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds and Parity Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds and Parity Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds and Parity Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds and Parity Bonds. The right of any Owner of any Bond and Parity Bond to receive payment of the principal of and interest and premium (if any) on such Bond and Parity Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Page 414 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 4890-3820-6107v3/024036-0097 Section 8.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond or Parity Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in this Indenture or any Supplemental Indenture, then the Owner of such Bond or Parity Bond shall cease to be entitled to the pledge of Net Special Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond or Parity Bond under this Indenture and any Supplemental Indenture relating to such Parity Bond shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bond s and Parity Bonds pursuant to this Section, the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District’s general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the principal of, premium, if any, and interest due on such Bonds and Parity Bonds. Any Outstanding Bond or Parity Bond shall be deemed to have been p aid within the meaning expressed in the first paragraph of this Section if such Bond or Parity Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; or (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Defeasance Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys th en on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and Page 415 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 4890-3820-6107v3/024036-0097 any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owner s of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under (c) above, there shall be provided to the District and the Bond Insurer a verification report from an independent nationally recognized certified public accountant, stating its opinion as to the suffic iency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, an escrow agreement with respect to the deposits under (b) and (c) above (which shall be acceptable in form and substance to the Bond Insurer, so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. The Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Upon a defeasance, the Trustee, upon request of the District, shall release the rights of the Owners of such Bonds and Parity Bonds which have been defeased under this Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the District, send a notice to the Bondowners whose Bonds or Parity Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. This Indenture shall not be discharged until Policy Costs due to the Bond Insurer (to the extent the responsibility of the District as a result of the District’s failure to pay principal of, or interest on the Bonds when due) shall have been paid in full. The District’s obligation to pay such amounts shall expressly survive payment in full of the payments of principal of and interest on the Bonds. Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness. The District may at any time after the issuance and delivery of the Bonds hereunder issue Parity Bonds payable from the Net Special Taxes and other amounts deposited in the Special Tax Fund and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued hereunder or under any Supplemental Indenture; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or Parity Bonds then Outstanding subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however, that Parity Bonds may be issued notwithstanding that Page 416 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 4890-3820-6107v3/024036-0097 the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (1) the purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited; (2) the authorized principal amount of such Parity Bonds; (3) the date and the maturity date or dates of such Parity Bonds; provided that (i) each maturity date shall fall on a September 1, (ii) all such Parity Bonds of like maturity shall be identical in all respects, except as to number, and (iii) fixed serial maturities or Sinking Fun d Payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (4) the description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (5) the denominations and method of numbering of such Parity Bonds; (6) the amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds; (7) the amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account to increase the amount therein to the Reserve Requirement or to the CFD No. 06-I Improvement Area B Reserve Account to increase the amount therein to the Proportionate Share, provided that if the interest on such Parity Bonds is intended by the District to be excluded from the gross income of the recipients thereof for federal income tax purposes, such amount shall not exceed the maximum amount of proceeds that, in the opinion of Bond Counsel, can be so deposited without causing the interest on such Parity Bonds to be included in the gross income of the recipients thereof for federal income tax; (8) the form of such Parity Bonds; and (9) such other provisions as are necessary or appropriate and not inconsistent with this Indenture. (c) The District shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds by the Trustee (unless the Trustee shall accept any of such documents bear ing a prior date): (1) a certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (2) a written request of the District as to the delivery of such Parity Bonds; Page 417 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 4890-3820-6107v3/024036-0097 (3) an opinion of Bond Counsel to the District to the effect that (i ) the District has the right and power under the Act to adopt the Supplemental Indenture relating to such Parity Bonds, and the Supplemental Indenture has been duly and lawfully adopted by the District, is in full force and effect and is valid and binding upon the District and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights); (ii) the Indenture creates the valid pledge which it purports to create of the Net Special Taxes and other amounts as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (iii) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights) and the terms of the Indenture and all Supplemental Indentures thereto and are entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and the Indenture and all such Supplemental Indentures; (4) a certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of this Indenture; (5) a certificate of an Independent Financial Consultant certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less than the Annual Debt Service on the Bonds and Parity Bonds Outstanding prior to the issuance of such Parity Bonds; and (6) Such further documents, money and securities as are required by the provisions of this Indenture and the Supplemental Indenture providing for the issuance of Parity Bonds. (d) So long as any Bonds remain outstanding or any amounts are owed to the Bond Insurer by the District, without the prior written consent of the Bond Insurer, the District shall not issue any Parity Bonds that permits or requires the Owner to tender such Parity Bonds for purchase prior to the stated maturity thereof without the prior written consent of the Bond Insurer. ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds. All Bonds and Parity Bonds surrendered to the Trustee for payment upon maturity or for redemption shall be upon paym ent therefor, and any Bond or Parity Bond purchased by the District as authorized herein and delivered to the Trustee for such purpose shall be, cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds and Parity Bonds, as provided by law, and furnish to the District a certificate of such destruction. Section 10.2. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such Page 418 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 4890-3820-6107v3/024036-0097 attorney, and of the ownership of Bonds or Parity Bonds shall be sufficient for the purposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee sha ll also constitute sufficient proof of his authority. (b) As to any Bond or Parity Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond or Parity Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond or Parity Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent o f the Owner of any Bond or Parity Bond shall bind every future Owner of the same Bond or Parity Bond in respect of anything done or suffered to be done by the Trustee or the District in pursuance of such request or consent. Section 10.3. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds and Parity Bonds which remain unclaimed for two years after the date when such Outstanding Bonds or Parity Bonds have become due and payable, if such money was held by the Trustee in trust at such date, or for two years after the date of deposit of such money if deposited with the Trustee in trust after the date when such Outstanding Bonds or Parity Bonds become due and payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Outstanding Bonds or Parity Bonds; provided, however, that, before being required to make any such payment to the District, the Trustee at the written request of the District or the Authority Trustee shall, at the expense of the District, cause to b e mailed by first-class mail, postage prepaid, to the registered Owners of such Outstanding Bonds or Parity Bonds at their addresses as they appear on the registration books of the Trustee a notice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District. Section 10.4. Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners shall be restored Page 419 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 4890-3820-6107v3/024036-0097 to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Indenture, but to no gr eater extent and in no other manner. Section 10.5. Insurer Rights. The Bond Insurer shall be deemed to be the sole holder of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Bondowners are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and each Bond, the Trustee and each Bond Owner of a Bond appoint the Bond Insurer as their agent and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of any proceeding by or against the District under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection w ith an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Bonds) and each Owner of a Bond delegate and assign to the Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of a Bond in the conduct of any Inso lvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Owners of the Bonds shall expressly include mandamus. The Bond Insurer is hereby deemed a third party beneficiary to this Indenture. Section 10.6. Reimbursement of Insurer Fees. The District shall pay or reimburse the Bond Insurer from Special Taxes any and all charges, fees, costs and expenses tha t the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security under this Indenture or the Authority Indenture; (ii) the pursuit of any remedies under this Indenture or the Authority Indenture or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Indenture or the Authority Indenture whether or not executed or completed, or (iv) any litigation or other d ispute in connection with this Indenture or the Authority Indenture or the transactions contemplated hereby or thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligations under the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture or the Authority Indenture. Section 10.7. Provision of Information to Bond Insurer. The Bond Insurer shall be provided with the following information by the District or the Trustee, as the case may be: (a) On request by the Bond Insurer, the District will provide a certificate that the District is not aware of any Event of Default under this Indenture and will provide such informati on, data or reports as the Bond Insurer shall reasonably request from time to time; (b) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; Page 420 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 4890-3820-6107v3/024036-0097 (c) Notice of any default known to the Trustee or the District within five Business Days after knowledge thereof; (d) Prior notice of the redemption of any of the Bonds, including the principal amount and maturities thereof; (e) Notice of the commencement of any Insolvency Proceeding by or against the Authority or the District; (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (g) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to this Indenture; (h) All reports, notices and correspondence to be delivered to Bond Owners under the terms hereof; and In addition, the Bond Insurer shall have the right to receive such addi tional information as it may reasonably request. Section 10.8. Discussion of and Access to Information. The District shall permit the Bond Insurer to discuss the affairs, finances and accounts of the District or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the District on any Business Day upon reasonable prior notice. Section 10.9. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Special Taxes which is subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Net Special Taxes and other amounts pledged hereunder. Section 10.10. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds or any Parity Bonds the rights and benefits provided in this Indenture. Section 10.11. Entire Agreement; Severability. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remain der of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Indenture, the Bonds and any Parity Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Page 421 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 4890-3820-6107v3/024036-0097 Section 10.12. Notices. Any notices required to be given to the District with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, or personally delivered to the City Manager of the City, 276 Fourth Avenue, Chula Vista, CA 91910, and all notices to the Trustee shall be sent via courier or fax or electronic transmission or mailed, first class, postage prepaid, or personally delivered to the Trustee, Wilmington Trust, National Association, 650 Town Center Drive, Suite 800, Costa Mesa, CA, Attention Corporate Trust Services. Any such notices or other communications furnished by electronic transmission shall be in the form of attachments in PDF format. Any notices required to be given to the Bond Insurer with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, personally delivered or sent via facsim ile or electronic (email) transmission (with a portable document format or similar attachment) to __________, __________, Attention: ____________, Re: Policy No. __________; ______. In each case in which notice or other communication to the Bond Insurer refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” Page 422 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4890-3820-6107v3/024036-0097 IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) has caused this Bond Indenture to be signed by its City Manager and City Clerk, and WILMINGTON TRUST, NATIONAL ASSOCIATION in token of its acceptance of the duties of the Trustee created hereunder, has caused this Bond Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) By: City Manager of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) ATTEST: City Clerk of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) [SIGNATURES CONTINUED ON NEXT PAGE.] Page 423 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-2 4890-3820-6107v3/024036-0097 [SIGNATURE PAGE CONTINUED.] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Page 424 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4890-3820-6107v3/024036-0097 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND No. __ $[PRINCIPAL AMOUNT] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) IMPROVEMENT AREA B 2024 SPECIAL TAX REFUNDING BONDS INTEREST RATE: MATURITY DATE: DATED DATE: _________% September 1, 20__ __________ 1, 2024 REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under that certain Indenture of Trust dated as of March 1, 2024 by and between the Chula Vista Municipal Financing Authority and Wilmington Trust, National Association PRINCIPAL AMOUNT: __________________________________ AND NO/100 DOLLARS CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE - WOODS, VISTAS AND LAND SWAP) (the “District”) situated in the County of San Diego, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless (i) the date of authentication is an Interest Payment Date in which event interest sha ll be payable from such date of authentication, (ii) the date of authentication is after a Record Date (as hereinafter defined) but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the fore going, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1 and September 1 and the final maturity date of the Bonds (each an “Interest Payment Date”), commencing September 1, 2024 Page 425 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4890-3820-6107v3/024036-0097 at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for payment. Except as otherwise provided in the Indenture, the principal of and premium, if any, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of the Trustee, initially Wilmington Trust, National Association (the “Trustee”). Interest on this Bond shall be paid by check of the Trustee mailed, by first class mail, postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States of America, to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Registered Owner’s address as it appears on the registration books maintained by the Trustee. This Bond is one of a duly authorized issue of “Cit y of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds” (the “Bonds”) issued in the aggregate principal amount of $__________ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of refinancing outstanding special tax bonds of the District and paying certain costs related to the issuance of the Bonds. T he issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “Legislative Body”), on February 20, 2024, and a Bond Indenture, dated as of March 1, 2024, by and between the District and the Trustee, executed in connection therewith (the “Indenture”), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assent s to said terms and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Pursuant to the Act and the Indenture, the principal of, premium, if any, and interest on this Bond are payable solely from the portion (the “Net Special Taxes”) of the annual special taxes authorized under the Act to be levied and collected within the Improvement Area (the “Special Taxes”) and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. Any amounts for the payment hereof shall be limited to the Net Special Taxes pledged and collected, which include foreclosure proceeds received following a default in payment of the Special Taxes and other amounts deposited to the Special Tax Fund established under the Indenture, except to the extent that other provision for payment has been made by the Legislati ve Body, as may be permitted by law. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Page 426 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4890-3820-6107v3/024036-0097 Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 45 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly aut horized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of (i) any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or (ii) any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF CHULA VISTA OR OF THE DISTRICT FOR WHICH THE CITY OF CHULA VISTA OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY OF CHULA VISTA, THE STATE OF CALIFORNIA OR ANY OF Page 427 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 4890-3820-6107v3/024036-0097 ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) has caused this Bond to be dated __________, 2024, to be signed on behalf of the District by the Mayor by his facsimile signature and attested by the facsimile signature of the City Clerk. Mayor of the City of Chula Vista ATTEST: City Clerk of the City of Chula Vista [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: __________, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Page 428 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 4890-3820-6107v3/024036-0097 City Clerk of the City of Chula Vista [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. NOTE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Page 429 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 4883-1783-5163v3/024036-0097 BOND INDENTURE Between CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $__________ CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) 2024 SPECIAL TAX REFUNDING BONDS Dated as of March 1, 2024 Page 430 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents Page i 4883-1783-5163v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions ..................................................................................................................... 2 ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds ............................ 9 Section 2.2. Type and Nature of Bonds and Parity Bonds ................................................................ 9 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes ...................... 10 Section 2.4. Description of Bonds; Interest Rates .......................................................................... 11 Section 2.5. Place and Form of Payment ........................................................................................ 12 Section 2.6. Form of Bonds and Parity Bonds ................................................................................ 12 Section 2.7. Execution and Authentication ..................................................................................... 13 Section 2.8. Bond Register .............................................................................................................. 13 Section 2.9. Registration of Exchange or Transfer ......................................................................... 13 Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 14 Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 14 ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 14 Section 3.2. Deposits to and Disbursements from Special Tax Fund ............................................. 15 Section 3.3. Administrative Expense Fund ..................................................................................... 16 Section 3.4. Interest Account and Principal Account of the Special Tax Fund .............................. 17 Section 3.5. Reserve Account of the Special Tax Fund .................................................................. 17 Section 3.6. Redemption Account of the Special Tax Fund ........................................................... 18 Section 3.7. Surplus Fund ............................................................................................................... 19 Section 3.8. Investments ................................................................................................................. 19 ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds ................................................................................................. 20 Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 21 Section 4.3. Notice of Redemption ................................................................................................. 22 Section 4.4. Partial Redemption of Bonds or Parity Bonds ............................................................ 23 Section 4.5. Effect of Notice and Availability of Redemption Money ........................................... 23 ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty ..................................................................................................................... 24 Section 5.2. Covenants .................................................................................................................... 24 Page 431 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page ii 4883-1783-5163v3/024036-0097 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 28 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 29 Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds .......................................................................................................................... 30 ARTICLE VII TRUSTEE Section 7.1. Trustee ......................................................................................................................... 30 Section 7.2. Removal of Trustee ..................................................................................................... 31 Section 7.3. Resignation of Trustee ................................................................................................ 31 Section 7.4. Liability of Trustee ..................................................................................................... 31 Section 7.5. Merger or Consolidation ............................................................................................. 34 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default ........................................................................................................ 34 Section 8.2. Remedies of Owners ................................................................................................... 35 Section 8.3. Application of Revenues and Other Funds After Default ........................................... 36 Section 8.4. Power of Trustee to Control Proceedings ................................................................... 36 Section 8.5. Appointment of Receivers .......................................................................................... 37 Section 8.6. Non-Waiver ................................................................................................................. 37 Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 37 Section 8.8. Termination of Proceedings ........................................................................................ 38 ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance .................................................................................................................. 38 Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness ................................................................................................................ 39 ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds .................................................................... 41 Section 10.2. Execution of Documents and Proof of Ownership ..................................................... 41 Section 10.3. Unclaimed Moneys ..................................................................................................... 42 Section 10.4. Provisions Constitute Contract.................................................................................... 42 Section 10.5. Insurer Rights .............................................................................................................. 43 Section 10.6. Reimbursement of Insurer Fees .................................................................................. 43 Section 10.7. Provision of Information to Bond Insurer ................................................................... 43 Section 10.8. Discussion of and Access to Information ................................................................... 44 Page 432 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page iii 4883-1783-5163v3/024036-0097 Section 10.9. Future Contracts .......................................................................................................... 44 Section 10.10. Further Assurances ...................................................................................................... 44 Section 10.11. Entire Agreement; Severability ................................................................................... 44 Section 10.12. Notices ........................................................................................................................ 45 Signature Page ................................................................................................................................... S-1 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND ......................................... A-1 Page 433 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 4883-1783-5163v3/024036-0097 BOND INDENTURE THIS BOND INDENTURE dated as of March 1, 2024 (the “Indenture”), is made and entered into by the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) and Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds and any Parity Bonds issued in accordance herewith from time to time. R E C I T A L S : WHEREAS, the City Council of the City of Chula Vista, located in San Diego County, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) (the “District”) pursuant to the terms and provisions of the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the “Act”); and WHEREAS, the District has previously issued its Prior Bonds (as defined herein) in connection with the issuance by the Chula Vista Municipal Financing Authority of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”) to refinance certain public improvements; and WHEREAS, the District has previously issued its Special Tax Refunding Bonds, Series 2015 (the “2015 Bonds”) pursuant to a Fiscal Agent Agreement dated as of July 1, 2015 (the “2015 Fiscal Agent Agreement”), by and between the District and Wilmington Trust, National Association, as successor fiscal agent thereunder, which 2015 Bonds are currently outstanding in the principal amount of $9,550,000; and WHEREAS, on February 20, 2024, the legislative body of the District adopted Resolution No. ___ (the “Resolution”) authorizing the issuance and sale of special tax bonds for the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities District No. 07- I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds” (the “Bonds”); and WHEREAS, the Bonds, any Parity Bonds and the outstanding 2015 Bonds will be payable from the Special Taxes to the extent set forth herein and in the 2015 Fiscal Agent Agreement; and WHEREAS, it is in the public interest and for the benefit of the District, the persons responsible for the payment of special taxes and the owners of the Bonds that the District enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the bonds, and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the Trustee and issued as provided in the Act, the Resolution and this Indenture, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly aut horized; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained Page 434 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4883-1783-5163v3/024036-0097 herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District does hereby covenant and agree, for the benefit of the Owners of the Bonds as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: “Account” means any account created pursuant to this Indenture. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 et seq. of the California Government Code. “Additional Reserve Policy” means a letter of credit, insurance policy, surety bond or other such funding instrument other than the Reserve Policy which is approved by the Bond Insurer and delivered to the Authority Trustee for the purpose of p roviding a portion of any reserve requirement for Authority Bonds or any bonds issued by the Authority in connection with the issuance of Parity Bonds. “Administrative Expenses” means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for Bonds or which are not otherwise paid as Costs of Issuance, any costs related to the District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds, the District, and any other costs otherwise incurred by the City on behalf of the District in order to carry out the purposes of the District as set forth in the Resolution of Formation and any obligation of the District hereunder. Administrative Expenses shall also include the administrative costs with respect to the collection of Delinquency Proceeds. “Administrative Expense Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Administrative Expense Requirement” means $20,000. “Annual Debt Service” means the principal amount of any Outstanding Bonds or Parity Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds or Parity Bonds in such Bond Year, if the Bonds and any Parity Bonds are retired as scheduled. “Authority” means the Chula Vista Municipal Financing Authority. “Authority Bonds” means any bonds outstanding under the Authority Indenture, which are secured in part by payments made on the Bonds and which may be secured in part by any Parity Bonds. “Authority Indenture” means that certain Indenture of Trust, dated as of March 1, 2024, by and between the Authority and the Authority Trustee, pursuant to which the Authority Bonds are issued. Page 435 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4883-1783-5163v3/024036-0097 “Authority Trustee” means Wilmington Trust, National Association or any successor thereto appointed pursuant to the Authority Indenture or pursuant to an indenture providing for the issuance of bonds by the Authority in connection with the issuance of Parity Bonds. “Authorized Investments” means any of the following investments, if and to the extent the same are at the time legal for investment of the District’s funds (the Trustee is entitled to rely upon investment direction from the District as a certification that such investment is an Authorized Investment): (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America (“U.S. Government Securities”). (2) Direct obligations* of the following federal agencies which are fully guaranteed by the full faith and credit of the United States of America: a. Export-Import Bank of the United States – Direct obligations and fully guaranteed certificates of beneficial interest b. Federal Housing Administration – debentures c. General Services Administration – participation certificates d. Government National Mortgage Association (“GNMAs”) – guaranteed mortgage-backed securities and guaranteed participation certificates e. Small Business Administration – guaranteed participation certificates and guaranteed pool certificates f. U.S. Department of Housing & Urban Development – local authority bonds g. U.S. Maritime Administration – guaranteed Title XI financings h. Washington Metropolitan Area Transit Authority – guaranteed transit bonds (3) Direct obligations* of the following federal agencies which are not fully guaranteed by the faith and credit of the United States of America: a. Federal National Mortgage Association (“FNMAs”) – senior debt obligations rated Aaa by Moody’s Investors Service (“Moody’s”) and AAA by Standard & Poor’s Ratings Services (“S&P”) b. Federal Home Loan Mortgage Corporation (“FHLMCs”) – participation certificates and senior debt obligations rated Aaa by Moody’s and AAA by S&P c. Federal Home Loan Banks – consolidated debt obligations d. Student Loan Marketing Association – debt obligations * The following are explicitly excluded from the securities enumerated in 2 and 3: (i) All derivative obligations, including without limitation inverse floaters, residuals, interest-only, principal-only and range notes; (ii) Obligations that have a possibility of returning a zero or negative yield if held to maturity; (iii) Obligations that do not have a fixed par value or those whose terms do not promise a fixed dollar amount at maturity or call date; and (iv) Collateralized Mortgage-Backed Obligations (“CMOs”). Page 436 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4883-1783-5163v3/024036-0097 e. Resolution Funding Corporation – debt obligations (4) Direct, general obligations of any state of the United States of America or any subdivision or agency thereof whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P. (5) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, P-1 by Moody’s and A-1 or better by S&P. (6) Certificates of deposit, savings accounts, deposit accounts or money market deposits in amounts that are continuously and insured by the Federal Deposit Insurance Corporation (“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund, and including funds for which the Trustee or its affiliates provide investment advisory or other management services. (7) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each case having maturities of not more than 365 days following the date of purchase) of any domestic commercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not considering holding company ratings). (8) Investments in money-market funds rated AAAm or AAAm-G by S&P, including funds for which the Trustee and its affiliates provide investment advisory or other management services. (9) Any other investment which the City is permitted by law to make, including without limitation investment in the Local Agency Investment Fund of the State of California (LAIF), provided that any investment of the type authorized pursuant to paragraphs (d), (f), (h) and (i) of Section 53601 of the California Government Code are additionally restricted as provided in the appropriate paragraph or paragraphs above applicable to such type of investment and provided further that investments authorized pursuant to paragraphs (k) and (m) of Section 53601 are not permitted. “Authorized Representative of the City” means the Mayor, the City Manager, the Assistant City Manager, the Finance Director or any other Person designated by the City Manager or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Representative of the City. “Bond Counsel” means any attorney at law or firm of attorneys selected by the City, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Insurer” means any municipal bond insurance company providing bond insurance under the Authority Indenture. Page 437 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4883-1783-5163v3/024036-0097 “Bond Register” means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds and any Parity Bonds shall be recorded. “Bond Year” means the twelve month period commencing on September 1 of each year and ending on September 1 of the following year, except that the first Bond Year for the Bonds or an issue of Parity Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date. “Bondowner” or “Owner” means the person or persons in whose name or names any Bond or Parity Bond is registered. “Bonds” means the $__________ City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange, the Federal Reserve System, or banks or trust companies in New York, New York, Wilmington, Delaware or Los Angeles, California, or where the trust office of the Trustee is located, are not required or authorized by law, regulation or executive order to remain closed. “Certificate of an Authorized Representative” means a written certificate or warrant request executed by an Authorized Representative of the City. “CFD No. 07-I Reserve Account” means the account by that name established by the Authority Indenture. “City” means the City of Chula Vista, County of San Diego, California. “City Council” means the City Council of the City. “Code” means the Internal Revenue Code of 1986, as amended, and any Regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. “Costs of Issuance” shall have the meaning set forth in the Authority Indenture. “Defeasance Securities” means any of the following: (a) non-callable direct obligations of the United States of America (“Treasuries”), (b) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (c) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, and (d) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), securities eligible for “AAA” defeasance under then existing criteria of S&P. “Delinquency Proceeds” means the amounts collected from the redemption of delinquent Special Taxes and from the sale of property sold as a result of the foreclosure of the lien of the Special Tax resulting from the delinquency in the payment of Special Taxes due and payable on such property Page 438 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4883-1783-5163v3/024036-0097 after the payment of all costs related to such foreclosure actions . So long as the 2015 Bonds are outstanding, Delinquency Proceeds shall be deposited with the Trustee hereu nder and with the fiscal agent under the 2015 Fiscal Agent Agreement based on the proportion calculated in accordance with the definition of “Gross Special Taxes.” “Delivery Date” means, with respect to the Bonds and each issue of Parity Bonds, the date on which the bonds of such issue were issued and delivered to the initial purchasers thereof. “Developed Property” has the meaning ascribed to it in the Rate and Method of Apportionment. “District” means the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) established pursuant to the Act and the Resolution of Formation. “Escrow Agent” means Wilmington Trust, National Association, acting as escrow agent pursuant to the Escrow Agreement. “Escrow Agreement” means that Escrow Agreement, dated as of March 1, 2024, between the Chula Vista Municipal Financing Authority and the Escrow Agent relating to the defeasance and refunding of the Prior Authority Bonds. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next following June 30. “Gross Special Taxes” means, so long as the 2015 Bonds remain outstanding, a proportionate share of the proceeds of the Special Taxes received by the District, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes in the amount of said lien and interest and penalties thereon, allocable to the Bonds and any Parity Bonds. The proportionate share shall of the Special Taxes allocable to the Bonds and any Parity Bonds in any Bond Year shall be the ratio derived by dividing the Annual Debt Service for the Bonds and any Parity Bonds due and payable during such Bond Year by the then aggregate Annual Debt Service for the Bonds, the Parity Bonds and the 2015 Bonds due and payable during such Bond Year. “Gross Special Taxes” do not include any delinquent installments of Special Taxes and all penalties and interest thereon that have been sold and assigned by the District to a third party and from which third party the District has received funds equal to 100% of such delinquent installments of Special Taxes; provided, however, “Gross Special Taxes” shall include funds received from such third party equal to 100% of such delinquent installments of Special Taxes. After the date on which no 2015 Bonds are outstanding, “Gross Special Taxes” shall mean the amount of all Special Taxes received by the District, together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture for the delinquency of such Special Taxes remaining after the payment of all costs related to such foreclosure actions. “Independent Financial Consultant” means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: (1) is in fact independent and not under the domination of the District or the City; Page 439 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4883-1783-5163v3/024036-0097 (2) does not have any substantial interest, direct or indirect, in the District or the City; and (3) is not connected with the District or the City as a member, officer or employee of the District or the City, but who may be regularly retained to make annual or other reports to the District or the City. “Indenture” means this Bond Indenture, together with any Supplemental Indenture approved pursuant to Article 6 hereof. “Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Authority Bonds when due. “Interest Payment Date” means each March 1 and September 1, commencing September 1, 2024, and the final maturity date of the Bonds; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date, and in the case of the final Interest Payment Date to and including such date, will be paid on the Business Day next preceding such date. “Maximum Special Tax” has the meaning ascribed to it in the Rate and Method of Apportionment. “Moody’s” means Moody’s Investors Service, its successors and assigns. “Net Special Taxes” means Gross Special Taxes minus amounts set aside to pay Administrative Expenses. “Ordinance” means and ordinance of the City levying the Special Taxes, including Ordinance No. 2940 adopted by the legislative body of the District on November 25, 2003. “Outstanding” or “Outstanding Bonds and Parity Bonds” means all Bonds and Parity Bonds theretofore issued by the District, except: (1) Bonds and Parity Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1 hereof; (2) Bonds and Parity Bonds for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds or Parity Bonds), provided that, if such Bonds or Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this I ndenture or any applicable Supplemental Indenture for Parity Bonds; and (3) Bonds and Parity Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 hereof or for which a replacement has been issued pursuant to Section 2.10 hereof. “Parity Bonds” mean bonds or other securities issued by the District and secured by a lien on the Net Special Taxes which is on parity with the lien thereon securing the Bonds. “Person” means natural persons, firms, corporations, partnerships, associations, trusts, public bodies and other entities. Page 440 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4883-1783-5163v3/024036-0097 “Policy Costs” means repayment of all amounts due under the Reserve Policy and all amounts due with respect to any Additional Reserve Policy resulting from a failure by the District to pay the principal of and interest on the Bonds or Parity Bonds when due. “Prepayments” means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in the District made in accordance with the Rate and Method of Apportionment. “Principal Office of the Trustee” means the principal corporate trust office of the Trustee in Costa Mesa, California, provided that for purposes of payment, redemption, exchange, transfer, surrender and cancellation of Bonds and Parity Bonds, such term means the principal corporate trust office of the Trustee in Costa Mesa, California, or such other office as the Trustee may from time to time designate in writing to the District and the Owners. “Prior Authority Bonds” means the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. “Prior Bonds” means the District’s Special Tax Refunding Bonds, Series 2013, currently outstanding in the aggregate principal amount of $12,730,000. “Proportionate Share” means, as of the date of calculation, the portion of the reserve requirement required under the Authority Indenture to be on deposit in the CFD No. 07-I Reserve Account of the Reserve Fund, including any proportionate share of any Poli cy Costs. “Rate and Method of Apportionment” means that certain Rate and Method of Apportionment of Special Tax approved pursuant to the Resolution of Formation, as may be amended in accordance with the Act and this Indenture. “Rating Agency” means Moody’s and Standard & Poor’s, or both, as the context requires. “Record Date” means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. “Regulations” means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. “Reserve Account” means the account by that name established pursuant to Section 3.1 hereof. “Reserve Fund” means the fund by that name established by the Authority Indenture. “Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Bond Insurer on the date of issuance of the Bonds representing the reserve requirement established under the Authority Indenture. “Reserve Requirement” means zero with respect to the Bonds and with respect to any Parity Bonds the amount established by the District on the Delivery Date of such Parity Bonds. “Resolution of Formation” means Resolution No. 2003-395 adopted by the legislative body of the District on September 16, 2003, pursuant to which the City formed the District. Page 441 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 4883-1783-5163v3/024036-0097 “Sinking Fund Payment” means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with any annual sinking fund payment schedule to retire any Bonds or Parity Bonds which are designated as Term Bonds. “Special Tax Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Special Taxes” means the taxes authorized to be levied by the District on property within the District in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the September 16, 2003 election in the District. “Standard & Poor’s” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns. “Supplemental Indenture” means any supplemental indenture amending or supplementing this Indenture. “Surplus Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Taxable Property” has the meaning ascribed to it in the Rate and Method of Apportionment. “Term Bonds” means the Bonds maturing on September 1, 20__ and any Parity Bonds for which Sinking Fund Payments are established in a Supplemental Indenture. “Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America, at its principal corporate trust office in Costa Mesa, California, and its successors or assigns, or any other bank, association or trust company which may at any time be substituted in its place as provided in Sections 7.2 or 7.3 and any successor thereto. “2015 Bonds” means the District’s Special Tax Refunding Bonds, Series 2015. “2015 Fiscal Agent Agreement” means the Fiscal Agent Agreement dated as of July 1, 2015, by and between the District and Wilmington Trust, National Association, as successor fiscal agent thereunder. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds. Under and pursuant to the Act, the Bonds in the aggregate principal amount of $__________ shall be issued for the purposes of (a) refunding and defeasing the Prior Bonds and (b) funding the District’s share of the Costs of Issuance. Section 2.2. Type and Nature of Bonds and Parity Bonds. Neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof other than the District is pledged to the payment of t he Bonds or any Parity Bonds. Except for the Net Special Taxes, no other taxes are pledged to the payment of the Bonds and Parity Bonds. The Bonds and any Page 442 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 4883-1783-5163v3/024036-0097 Parity Bonds are not general or special obligations of the City nor general obligations of the Dist rict, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund, as more fully described herein. The District’s limited obligation to pay the principal of, premium, if any, and interest on the Bonds and any Parity Bonds from amounts in the Special Tax Fund is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds or any Parity Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and any Parity Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds and any Parity Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of the District’s property, or upon any of its income, receipts or revenues, except the Net Special Taxes and other amounts in the Special Tax Fund which are, under the terms of this Indenture and the Act, set aside for the pa yment of the Bonds and Parity Bonds and interest thereon and neither the members of the legislative body of the District or the City Council nor any persons executing the Bonds and Parity Bonds are liable personally on the Bonds and Parity Bonds by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Special Taxes for the payment of the interest on or the principal of or premium on the Bonds or any Parity Bonds, or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the paym ent of the principal of and interest on the Bonds and any Parity Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Owners, and grants thereto a lien on and a security interest in, all of the Net Special Taxes and any other amounts held in the Special Tax Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act. Pursuant to the Act and this Indenture, the Bonds and any Parity Bonds shall be equally payable from the Net Special Taxes and other amounts in the Special Tax Fund, without priority for number, date of the Bonds or Parity Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any Parity Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Special Taxes and other amounts in the Special Tax Fund, which are hereby set aside for the payment of the Bonds and any Parity Bonds. Amounts in the Special Tax Fund shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and any Parity Bonds and so long as any of the Bonds and any Parity Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary, Net Special Taxes deposited in the Surplus Fund shall no longer be considered to be pledged to the Bonds or any Page 443 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 4883-1783-5163v3/024036-0097 Parity Bonds, and none of the Surplus Fund, or the Administrative Expense Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude; (a) subject to the limitations herein, the redemption prior to maturity of any Bonds or Parity Bonds subject to call and redemption and payment of said Bonds or Parity Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California; or (b) the issuance, subject to the limitations contained herein, of Parity Bonds which shall be payable from Net Special Taxes. Section 2.4. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple thereof. The Bonds and any Parity Bonds of each issue shall be numbered as desired by the Trustee. The Bonds shall be designated “CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) 2024 SPECIAL TAX REFUNDING BONDS.” The Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on September 1, 2024 and each Interest Payment Date thereafter: Maturity Date (September 1) Principal Amount Interest Rate $ % *Term Bond Interest shall be payable on each Bond and Parity Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that Bond or Parity Bond has been paid; provided, however, that if at the maturity date of any Bond funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture, such Bonds and Parity Bonds shall then cease to bear interest. Interest due on t he Bonds and Parity Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Page 444 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 4883-1783-5163v3/024036-0097 Section 2.5. Place and Form of Payment. The Bonds and Parity Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and Parity Bonds and any premiums due upon the redemption thereof shall be payable upon presentation and surrender thereof at the Principal Office of the Trustee, or at the designated office of any successor Trustee; provided that so long as the Authority or the Authority Trustee on its behalf is the registered owner of all the Bonds, such presentment is not required. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bond, unless (i) such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond or Parity Bond, in which event interest shall be payable from the dated date of such Bond or Parity Bond; provided, however, that if at the time of authentication of such Bond or Parity Bond, interest is in default, interest on that Bond or Parity Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond or Parity Bond, interest on that Bond or Parity Bond shall be payable from its dated date. Interest on any Bond or Parity Bond shall be paid to the person whose name shall appear in the Bond Register as the Owner of such Bond or Parity Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed on the applicable Interest Payment Date by first class mail, postage prepaid, to such Bondowner at his or her address as it appears on the Bo nd Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of $1,000,000 or more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account designated by such Owner. Section 2.6. Form of Bonds and Parity Bonds. The definitive Bonds shall be typewritten. The Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such Bonds and any Parity Bonds and of the certificate of authentication. Notwithstanding any provision in this Indenture to the contrary, the District may, in its sole discretion, elect to issue the Bonds and any Parity Bonds in book entry form. Until definitive Bonds or Parity Bonds shall be prepared, the District may cause to be executed and delivered in lieu of such definitive Bonds or Parity Bonds temporary bonds in typed, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds or Parity Bonds, except that they may be in any denominations authorized by the District. Until exchanged for definitive Bonds or Parity Bonds, any temporary bond shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds and Parity Bonds. If the District issues temporary Bonds, it shall execute and furnish definitive Bonds or Parity Bonds, as applicable, without unnecessary delay and thereupon any temporary Bond or Parity Bond may be surrendered to the Trustee at its office, without expense to the Owner, in exchange for a definitive Bond or Parity Bond of the same issue, maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds and Parity Bonds so surrendered shall be cancelled by the Trustee and shall not be reissued. Page 445 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 4883-1783-5163v3/024036-0097 Section 2.7. Execution and Authentication. The Bonds and Parity Bonds shall be signed on behalf of the District by the manual or facsimile signature of the Mayor of the City and by the manual or facsimile signature of the City Clerk, or any duly appointed deputy clerk, in their capacity as officers of the District. In case any one or more of the officers who shall have signed or sealed any of the Bonds or Parity Bonds shall cease to be such officer before the Bonds or Parity Bonds so signed and sealed have been authenticated and delivered by the Trustee (including new Bonds or Parity Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or Parity Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds or Parity Bonds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Only the Bonds or Parity Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A attached hereto shall be entitled to any right or benefit under this Indenture, and no Bond or Parity Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Section 2.8. Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds and any Parity Bonds which shall upon reasonable prior notice be open to inspection by the District during all regula r business hours, and, subject to the limitations set forth in Section 2.9 below, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, with reasonable notice, register or transfer or cause to be transferred on said Bond Register, Bonds and any Parity Bonds as herein provided. The District and the Trustee may treat the Owner of any Bond or Parity Bond whose name appears on the Bond Register as the absolute Owner of that Bond or Parity Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner’s address so that the Bond Register may be revised accordingly. Section 2.9. Registration of Exchange or Transfer. Subject to the limitations set forth in the following paragraph, the registration of any Bond or Parity Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond or Parity Bond for cancellation at the office of the Trustee, accompanied by delivery of written instrument of transfer in a form acceptable to the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. Bonds or Parity Bonds may be exchanged at the office of the Trustee for a like aggregate principal amount of Bonds or Parity Bonds for other authorized denominations of the same maturity and issue. The Trustee shall not collect from the Owner any charge for any new Bond or Parity Bond issued upon any exchange or transfer, but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the District. Whenever any Bonds or Parity Bonds shall be surrendered for registration of transfer or exchange, the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds or a new Parity Bond or Parity Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee shall not be required to register transfers or make exch anges of (i) Bonds or Parity Page 446 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 4883-1783-5163v3/024036-0097 Bonds for a period of 15 days next preceding any selection of the Bonds or Parity Bonds to be redeemed, or (ii) any Bonds or Parity Bonds chosen for redemption. Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds. If any Bond or Parity Bond shall become mutilated, the District shall execute, and the Trustee shall authenticate and deliver, a new Bond or Parity Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond or Parity Bond so mutilate d, but only upon surrender to the Trustee of the Bond or Parity Bond so mutilated. Every mutilated Bond or Parity Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond or Parity Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the Trustee shall be given, the District shall execute and the T rustee shall authenticate and deliver, a new Bond or Parity Bond, as applicable, of like tenor, maturity and issue, numbered and dated as the Trustee shall determine in lieu of and in substitution for the Bond or Parity Bond so lost, destroyed or stolen. Any Bond or Parity Bond issued in lieu of any Bond or Parity Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds or Parity Bonds issued hereunder. The Trustee shall not treat both the original Bond or Parity Bond and any replacement Bond or Parity Bond as being Outstanding for the purpose of determining the principal amount of Bonds or Parity Bonds which may be executed, authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds or Parity Bonds Outstanding hereunder, but both the original and replacement Bond or Parity Bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of de livering a new Bond or Parity Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds or Parity Bonds Section 2.11. Validity of Bonds and Parity Bonds. The validity of the authorization and issuance of the Bonds and any Parity Bonds shall not be affected in any way by any defect in any proceedings taken by the District for the refunding of the Prior Bonds, and the recital contained in the Bonds or any Parity Bonds that the same are issued p ursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds. (a) There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (1) The Community Facilities District No. 07-I 2024 Special Tax Fund (the “Special Tax Fund”) (in which there shall be established and created an Interest Account, a Principal Account, a Reserve Account and a Redemption Account); (2) The Community Facilities District No. 07-I 2024 Administrative Expense Fund (the “Administrative Expense Fund”); and (3) The Community Facilities District No. 07-I 2024 Surplus Fund (the “Surplus Fund”). Page 447 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 4883-1783-5163v3/024036-0097 The amounts on deposit in the foregoing funds and accounts shall be held by the Trustee on behalf of the District and shall be invested and disbursed in accordance with the provisions of this Article 3. The investment earnings thereon shall be disbursed in accordance with the provisions of Section 3.8 hereof. (b) Proceeds from the sale of the Bonds in the amount of $__________ (which amount is net of $__________ paid or retained by the Authority Trustee to pay the District’s share of the Costs of Issuance (as defined in the Authority Indenture) (including underwriter’s discount) and net of $__________retained by the Authority Trustee as the cash-funded portion of the District’s Proportionate Share of the Reserve Fund), shall be received by the Trustee and deposited and transferred as follows: (1) $__________ shall be transferred to the Escrow Agent for deposit in the escrow fund created under the Escrow Agreement; and (c) The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. Section 3.2. Deposits to and Disbursements from Special Tax Fund. (a) The Trustee shall deposit Gross Special Taxes identified as Delinquency Proceeds and transferred to the Trustee by the District as follows: (1) the amount specified by the District as representing past due interest on the Bonds and Parity Bonds shall be deposited to the Interest Account of the Special Tax Fund; and (2) the amount specified by the District as representing past due principal of the Bonds and Parity Bonds shall be deposited to the Principal Account of the Special Tax Fund. (b) Except for the portion of any Prepayment to be deposited to the Redemption Account, the District shall, as soon as practicable transfer the Special Taxes received by the District and allocated to the Bonds and the Parity Bonds based on the proportion determined in accordance with the definition of “Gross Special Taxes,” to the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. From and after the date no 2015 Bonds are outstanding, the District shall, as soon as practicable transfer the Special Taxes received by the District to the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. The Trustee shall transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the following Sections, in the following order of priority, to: (1) the Administrative Expense Fund an amount equal to the Administrative Expense Requirement or, if the Trustee receives written direction from the District to transfer a lesser amount, then such lesser amount, provided that not more than one -half of the Administrative Expense Requirement shall be so transferred in any Fiscal Year prior to the date on which the balance on deposit in the Interest Account of the Special Tax Fund is at least equal to the interest payable on the Bonds on March 1; (2) the Interest Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the interest on the Bonds and any Parity Bonds payable on the next succeeding Interest Payment Date; Page 448 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 4883-1783-5163v3/024036-0097 (3) the Principal Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the principal amount of the Bonds and any Parity Bonds and/or the Sinking Fund Payment payable on the next succeeding September 1; provided that not more than one-half of the principal amount and/or the Sinking Fund Payment payable on the next succeeding September 1 shall be deposited in the Principal Account prior to March 1 until (i) the balance on deposit in the Administrative Expense Fund equals the Administrative Expense Requirement, or such lesser amount directed by the District in writing to the Trustee, and (ii) the balance on deposit in the Interest Account equals the interest payable on the Bonds and any Parity Bonds through September 1; (4) the Reserve Account the amounts necessary to fund and pay the amounts as set forth in Section 3.5 hereof; (5) the Redemption Account of the Special Tax Fund; and (6) the Surplus Fund. At least ten (10) Business Days prior to each Interest Payment Date, the Trustee shall notify the District in writing the amount of Special Taxes required to pay the principal of and interest on the Bonds and any Parity Bonds on the next succeeding Interest Payment Date and the amount necessary to cause the balance on deposit in the CFD No. 07-I Reserve Account to equal the District’s Proportionate Share, to cause the balance on deposit in any reserve account established in connection with Parity Bonds which are purchased by the Authority to equal the District’s share of the reserve requirement thereunder, if any, and to cause the balance in the Reserve Account to equal the Reserve Requirement, if any. The Trustee shall notify the Authority Trustee at least five (5) Business Days prior to each Interest Payment Date if there is not on deposit with the Trustee, after making all of the transfers required hereunder, moneys sufficient to pay the principal o f and interest on the Bonds and any Parity Bonds. Section 3.3. Administrative Expense Fund. The Trustee shall transfer from the first available Special Taxes in the Special Tax Fund to the Administrative Expense Fund an amount such that the total amounts so transferred in any Bond Year do not exceed the Administrative Expense Requirement. In the event Administrative Expenses exceed the Administrative Expense Requirement in any Bond Year, the total amount transferred in a Bond Year shall not exceed the Administrative Expense Requirement until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all Bonds and Parity B onds due in such Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 07-I Reserve Account to the Proportionate Share. Notwithstanding the foregoing, at the direction of the District, amounts in excess of the Administrative Expense Requirement may be transferred to the Administrative Expense Fund prior to the transfers to the Interest Account, the Principal Account and the Redemption Account pursuant to Sections 3.4 and 3.5 below to the extent necessary to collect delinquent Special Taxes. Following the required transfers pursuant to Sections 3.4 and 3.5 below of amounts sufficient to pay the interest and principal on all Bonds and Parity Bonds due in a Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 07-I Reserve Account to the Proportionate Share, an Authorized Representative of the City may direct the Trustee, in writing, to transfer additional amounts from the Special Tax Fund to the Administrative Expense Fund. M oneys in the Administrative Expense Fund may be held uninvested or invested in any Authorized Investments. Page 449 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 4883-1783-5163v3/024036-0097 Section 3.4. Interest Account and Principal Account of the Special Tax Fund . The principal of and interest due on the Bonds and any Parity Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds and any Parity Bonds will be made when due, after making the transfer required by Section 3.3, at least five Business Days prior to each March 1 and September 1, the Trustee shall make the following transfers from the Special Tax Fund first to the Interest Accou nt and then to the Principal Account; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, any Parity Bonds, or otherwise, the transfer from the Special Tax Fund need not be made. At least fifteen (15) days prior to an Interest Payment Date, the Trustee shall notify the Authority and the Authority Trustee if there are insufficient funds to provide for the payment of principal and interest due on the Bonds and any Parity Bonds on such Interest Payment Date. Section 3.5. Reserve Account of the Special Tax Fund. After making the deposits required by Section 3.4 above, the Trustee shall next transfer to the Reserve Account the amount, if any, necessary to (i) pay Policy Costs with respect to the Reserve Policy then due and payable, (ii) pay Policy Costs with respect to any Additional Reserve Policy then due and payable, and (iii) cause the amount in the Reserve Account, taking into account the amounts then on deposit in the Reserve Account, to be equal to the Reserve Requirement. Amounts deposited to the Reserve Account to pay any Policy Costs due under the Reserve Policy or under any Additional Reserve Policy held by the Authority Trustee shall be transferred by the Trustee to the Authority Trustee to be applied in accordance with the Authority Indenture, and amounts deposited to the Reserve Account to pay Policy Costs with respect to any other Additional Reserve Policy shall be disbursed by the Trustee to the provider of such Additional Reserve Policy or as otherwise agreed to by such provider. If subsequent to the issuance of the Bonds a Reserve Requirement is established by the District, thereafter there shall be maintained in the Reserve Account of the Special Tax Fund an amount equal to the Reserve Requirement to be applied as follows: (a) Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on any Parity Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor and for the purpose of making any required transfer to a rebate fund established in connection with the issuance of Parity Bonds upon written direction from the District. If the amounts in the Interest Account, the Principal Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Parity Bonds when due, or amoun ts in the Special Tax Fund are insufficient to make transfers to any rebate fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund or a rebate fund, as applicable, moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers referred to in Section 3.4 above, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement; provided, however, that such amount so deposited shall be on a pro rata basis with any amounts necessary to pay Policy Costs. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Interest Account or the Page 450 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 4883-1783-5163v3/024036-0097 Principal Account of the Special Tax Fund in accordance with Section 3.4 above. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequ ate to restore the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates. In connection with an optional redemption of Parity Bonds in accordance with any Supplemental Indenture, or a partial defeasance of Parity Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account may be applied to such optio nal redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for an issue of Parity Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on an issue of Parity Bonds in the final Bond Year for such issue. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Reserve Account on the fifth Business Day before each March 1 and September 1 and transferred to the Interest Account of the Special Tax Fund. Section 3.6. Redemption Account of the Special Tax Fund. (a) After making the transfers and deposits required by Sections 3.4 and 3.5 above, and in accordance with the District’s election to call Parity Bonds for optional redemption as set forth in any Supplemental Indenture for Parity Bonds, the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal and the premiums, if any, payable on Parity Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund may be applied to optionally redeem Parity Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement and the amount in the CFD No. 07-I Reserve Account will equal the Proportionate Share. (b) Prepayments deposited to the Redemption Account shall be applied on the redemption date established pursuant to Section 4.1(c) hereof for the use of such Prepayments to the payment of the principal of, premium, and interest on the Bonds and Parity Bonds to be redeemed with such Prepayments. (c) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and Parity Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds or Parity Bonds to be redeemed upon presentation and surrender of such Bonds or Parity Bonds and in the case of an optional redemption or an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding Bonds or Parity Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds or Parity Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to any premium schedule established pursuant to Section 4.1(a) hereof, or in the case of Parity Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Bonds or Parity Bonds may be paid from the amount reserved in the Page 451 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 4883-1783-5163v3/024036-0097 Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.7. Surplus Fund. After making the transfers required by Sections 3.3, 3.4, 3.5 and 3.6 hereof, as soon as practicable after each September 1, and in any event prior to each October 1, the Trustee shall transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative directing that certain amounts be retained in the Special Tax Fund because the District has included such amounts as being available in the Special Tax Fund in calculating the amount of t he levy of Special Taxes for such Fiscal Year pursuant to Section 5.2(b) hereof. Moneys deposited in the Surplus Fund will be transferred by the Trustee at the direction of an Authorized Representative of the City (i) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, premium, if any, and interest on the Bonds and any Parity Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account are insufficient therefor, (ii) to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, (iii) to the CFD No. 07-I Reserve Account to restore the CFD No. 07-I Reserve Account to the Proportionate Share and to pay Policy Costs, (iv) to the Administrative Expense Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Fund are insufficient to pay Administrative Expenses, (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Bonds or the Parity Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds or Parity Bonds, the District will notify the Trustee in a Certificate of an Authorized Representative and the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at the written direction of the District in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax pre ference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Authorized Investments at a yield not in excess of the yield on the issue of Bonds or Parity Bonds to which such amounts are to be applied, unless, in the opinion of Bond Counsel, investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or any Parity Bonds which were issued on a tax-exempt basis for federal income tax purposes. Section 3.8. Investments. Moneys held in any of the Accounts under this Indenture shall be invested by the Trustee or the District, as applicable, in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Accounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Account from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund, and each Account therein, and of the Surplus Fund shall be deposited in those respective Funds and Accounts. Moneys in the Accounts held under this Indenture may be invested by the District or the Trustee as directed in writing by the District, as applicable, from ti me to time, in Authorized Investments subject to the following restrictions: (a) Moneys in the Interest Account, the Principal Account, and the Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. Page 452 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 4883-1783-5163v3/024036-0097 (b) In the absence of written directions from the District, the Trustee sha ll hold such moneys uninvested. The District or the Trustee, as applicable, shall sell, or present for redemption, any Authorized Investment whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Accounts or from such Accounts to which such Authorized Investments is credited. For the purpose of determining at any given time the balance in any such Accounts, any such investments constituting a part of such Accounts shall be valued at the lower of the cost or the market value thereof, exclusive of accrued interest, at least semiannually. In making any valuations hereunder, the District or the Trustee, as applicable, may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything herein to the contrary, the District or the Trustee, as applicable, shall not be responsible for any loss from investments , sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee or the District, as applicable, may act as principal or agent in the making or disposing of any investment. The Trustee or the District, as applicable, may se ll, or present for redemption, any Authorized Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Authorized Investment is credited, and, subject to the provisions of Section 7.4, the Trustee or the District, as applicable, shall not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee or the District, as applicable, may commingle the funds and accounts established hereunder, but shall account for each separately. The District acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to recei ve brokerage confirmations of security transactions effected by the Trustee as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee will furnish the District periodic cash transaction statements which sha ll include detail for all investment transactions made by the Trustee hereunder or brokers selected by the District. Upon the District’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the holding, acquisition or disposition of any investment. The parties hereto acknowledge that the Trustee is not pr oviding investment supervision, recommendations, or advice. ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds. (a) Optional Redemption. The Bonds are not subject to optional redemption prior to maturity. Page 453 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 4883-1783-5163v3/024036-0097 (b) Extraordinary Redemption. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to Section 3.2 at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Prepayments will be allocated to the payment at maturity and redemption of Bonds , the 2015 Bonds any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds, the 2015 Bonds and any Parity Bonds and such amounts shall be applied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the District may specify in a Certificate of an Authorized Representative that Prepayments be applied to one or more maturities of the Bonds, the 2015 Bonds or Parity Bonds so long as there is delivered to the Trustee a certificate of the Independent Financial Consultant that, following such application of the Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year o n Taxable Property is not less than 110% of Annual Debt Service on the Bonds and Parity Bonds and annual debt service on the 2015 Bonds, plus the Administrative Expense Requirement and administrative expenses with respect to the 2015 Bonds, in the Bond Year that begins in such Fiscal Year. For so long as the Authority is the Owner of the Bonds, in connection with the calculation of such redemption price, the District shall receive a credit from the Authority from the reduction in the Proportionate Share of the Reserve Requirement resulting from the redemption of the Bonds and the Authority Bonds so redeemed in connection therewith. (c) The redemption provisions for Parity Bonds shall be set forth in a Supplemental Indenture. Section 4.2. Selection of Bonds and Parity Bonds for Redemption. If less than all of the Bonds or Parity Bonds Outstanding are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such Bonds or Parity Bonds for redemption, the Trustee shall treat such Bonds or Parity Bonds, as applicable, as representing that number of Bonds or Parity Bonds of $5,000 denominations which is obtained by dividing th e principal amount of such Bonds or Parity Bonds to be redeemed in part by $5,000. The procedure for the selection of Parity Bonds for redemption may be modified as set forth in the Supplemental Indenture for such Parity Bonds. The Trustee shall promptly notify the District, in writing, of the Bonds or Parity Bonds, or portions thereof, selected for redemption. Page 454 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 4883-1783-5163v3/024036-0097 Section 4.3. Notice of Redemption. When Bonds or Parity Bonds are due for redemption under Section 4.1 above or under another redemption provision set forth in a Supplemental Indenture relating to any Parity Bonds, the Trustee shall give notice, in the name of the District, of the redemption of such Bonds or Parity Bonds; provided, however, that a notice of optional redemption may be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Parity Bonds to be redeemed. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the Bonds or Parit y Bonds selected for redemption, except that where all of the Bonds or all of an issue of Parity Bonds are subject to redemption, or all the Bonds or Parity Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds or Parity Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds or Parity Bonds are to be redeemed; (e) in the case of Bonds or Parity Bonds to b e redeemed only in part, state the portion of such Bond or Parity Bond which is to be redeemed; (f) state the date of issue of the Bonds or Parity Bonds as originally issued; (g) state the rate of interest borne by each Bond or Parity Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds or Parity Bonds being redeemed as shall be specified by the Trustee. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond, Parity Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee shall send a copy of such notice to the respective Owners thereof at their addresses appearing on the Bond Register, and to the original purchaser of the Bonds or Par ity Bonds, as applicable. The actual receipt by the Owner of any Bond or Parity Bond or the original purchaser of any Bond or Parity Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or Parity Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as he rein provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. In addition to the foregoing notice, further notice shall be given by the Trustee as set out below if the Bonds or Parity Bonds are not owned by the Authority at the time the notice of redemption is given pursuant to this Section 4.3, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least two days before notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail, overnight delivery service or any other means acceptable to the registered securities depository listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and Parity Bonds as shall be specified by the Trustee and to any national information services that disseminate notice of redemption of obligations such as the Bonds and Parity Bonds as determined by the Trustee: Page 455 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 4883-1783-5163v3/024036-0097 Registered Securities Depositories The Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 Attn. Call Notification Department Fax: (212) 855-7232 Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The District and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Upon the payment of the redemption price of any Bonds and Parity Bon ds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds and Parity Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4. Partial Redemption of Bonds or Parity Bonds. Upon surrender of any Bond or Parity Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new B ond or Bonds or a new Parity Bond or Parity Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity or, in the case of surrender of a Parity Bond, a new Parity Bond or Parity Bonds subject to the foregoing limitations. Section 4.5. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3 hereof, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds and Parity Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in this Indenture or in any Supplemental Indenture with respect to any Parity Bonds, anything in this Indenture or in the Bonds or the Parity Bonds to the contrary notwithstanding; (b) Upon presentation and surrender thereof at the office of the Trustee, the redemption price of such Bonds and Parity Bonds shall be paid to the Owners thereof; provided that so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds no such presentment is required; (c) As of the redemption date the Bonds or the Parity Bonds, or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or Parity Bonds, or portions thereof, shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds, Parity Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture Page 456 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 4883-1783-5163v3/024036-0097 or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds and any Parity Bonds against all claims and demands of all persons. Section 5.2. Covenants. So long as any of the Bonds or Parity Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and this Indenture (to be performed by the District or its proper officers, agents or employees), which covenants are necessary and desirable to secure the Bonds and Parity Bonds and tend to make them more marketable; provided, however, that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment; Against Encumbrances. The District covenants that it will receive the Special Taxes pledged hereunder in trust for the Owners and will cause to be deposited such portion of the Special Taxes with the Trustee immediately upon their apportionment to the District, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. The portion of such Special Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond and Parity Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and the Parity Bonds and in accordance with this Indenture to the extent that Net Special Taxes and other amounts pledged hereunder are available therefor, and that the payments into the Funds and Accou nts created hereunder will be made, all in strict conformity with the terms of the Bonds, any Parity Bonds, and this Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and of the Bonds and any Parity Bonds issued hereunder. The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Special Taxes except as provided in this Indenture, and will not issue any obli gation or security having a lien or charge upon the Net Special Taxes superior to or on a parity with the Bonds, other than Parity Bonds. Nothing herein shall prevent the District from issuing or incurring indebtedness which is payable from a pledge of Net Special Taxes which is subordinate in all respects to the pledge of Net Special Taxes to repay the Bonds and the Parity Bonds. (b) Levy of Special Tax. So long as any Bonds or Parity Bonds issued under this Indenture are Outstanding, the legislative body of the District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and available for such purpose, to pay (1) the principal of and interest on the Bonds and any Parity Bonds when due, (2) the Administrative Expenses, (3) any amounts required to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement, (4) any amounts required to replenish the CFD No. 07- I Reserve Account to the Proportionate Share and pay all Policy Costs resulting from the delinquency Page 457 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 4883-1783-5163v3/024036-0097 in the payment of scheduled debt service on the Bonds or any Parity Bonds and to replenish any other reserve account established in connection with the issuance of Parity Bonds, and (5) any amounts due to the Bond Insurer not included in (1) through (4) above. The District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to levy the Special Tax for so long as the Bonds a nd any Parity Bonds are Outstanding. (c) Commence Foreclosure Proceedings. The District covenants for the benefit of the Owners of the Bonds and any Parity Bonds that it will review the public records of the County of San Diego, California, in connection with the collection of the Special Taxes not later than July 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year and will commence and diligently pursue to completion, judicial foreclosure proceedings against (i) proper ties under common ownership with delinquent Special Taxes in the aggregate of $5,000 or more by October 1 following the close of the Fiscal Year in which the Special Taxes were due, and (ii) against all properties with delinquent Special Taxes in the aggre gate of $2,500 or more by October 1 following the close of any Fiscal Year if the amount of the Reserve Fund is less than its reserve requirement or if the amount in the Reserve Account is less than the Reserve Requirement . Notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel for which the District has received funds equal to the delinquent installments of Special Taxes related to such parcel from any source (excluding draws from the Reserve Account), including without limitation the proceeds of any sale and assignment of such delinquent installments to a third party, and such funds are available to contribute toward the payment of the principal of and interest on the Bonds and Parity Bonds when due. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account and the CFD No. 07-I Reserve Account. The District may treat any delinquent Special Tax sold to an independent third-party or to any funds of the City for at least 100% of the delinquent amount as having been paid. So long as the 2015 Bonds are outstanding, proceeds of such sale shall be deposited with the fiscal agent under the 2015 Fiscal Agent Agreement and in the Special Tax Fund hereunder in such proportion as determined in accordance with the definition of “Gross Special Taxes.” After the date on which no 2015 Bonds remain outstanding, proceeds of any such sale up to 100% of the delinquent amount will be deposite d in the Special Tax Fund. The District covenants that it will deposit the net proceeds of any foreclosure determined in accordance with the immediately preceding paragraph and any other Delinquency Proceeds in the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds, to make current payments of principal and interest on the Bonds and any Parity Bonds and to replenish any draw on the Reserve Account, the CFD No. 07-I Reserve Account and any other reserve account which may be established in connection with the issuance of Parity Bonds , and to pay its proportionate share of Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds. (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Net Special Taxes or other funds in the Special Tax Fund, or which might impair the security of the Bonds or any Parity Bonds then Outstanding; provided that nothing herein contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. Page 458 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 4883-1783-5163v3/024036-0097 (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Trustee or of the Owners of not less than 10 % of the principal amount of the Bonds or the Owners of not less than 10% of any issue of Parity Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Authority Bonds issued on a tax-exempt basis for federal income tax purposes will not be adversely affected for federal income tax purposes, the District covenants to comply w ith all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or any Parity Bonds or of any other moneys or property which would cause the Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “private activity bonds” within the meaning of Section 141 of the Code; (2) Arbitrage. The District will make no use of the proceeds of the Bonds or any Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “arbitrage bonds” within the meaning of Section 148 of the Code; (3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or any Parity Bonds or take or omit to take any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (4) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income fo r federal income tax purposes of interest on Authority Bonds; and (5) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds or Parity Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for federal income tax purposes of interest on the Authority Bonds issued on a tax-exempt basis. (g) Reduction of Maximum Special Taxes. The District hereby finds and determines that, historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in Southern California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to m ake timely payment of principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the District hereby determines that a reduction in the maximum Special Tax rates Page 459 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 4883-1783-5163v3/024036-0097 authorized to be levied on parcels in the District below the levels provided in this Section 5.2(g) would interfere with the timely retirement of the Bonds and Parity Bonds. The District determines it to be necessary in order to preserve the security for the Bonds and Parity Bonds to covenan t, and, to the maximum extent that the law permits it to do so, the District hereby does covenant, that it shall not initiate proceedings to reduce the maximum Special Tax rates for the District, unless, in connection therewith, (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property in each Bond Year for any Bonds and Parity Bonds Outstanding and any 2015 Bonds outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding and all 2015 Bonds to remain outstanding after the reduction is approved, (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds and the owners of the 2015 Bonds, and (iii) no Policy Costs or amounts under the Insurance Policy are due and payable to the Bond Insurer and (iv) the District is not delinquent in the payment of the principal of or interest on the Bonds, the 2015 Bonds or any Parity Bonds. (h) Covenants to Defend. The District covenants that, in the event that any initiative is adopted by the qualified electors in the District which purports to reduce the minimum or the maximum Special Tax below the levels specified in Section 5.2(g) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. (i) Limitation on Right to Tender Bonds. The District hereby covenants that it will not adopt any policy pursuant to Section 53344.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District shall have first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds, the 2015 Bonds and Parity Bonds when due. (j) Further Assurances. The District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds and any Parity Bonds of the rights and benefits provided in this Indenture. (k) Subordinate Debt. Any indebtedness of the District evidenced by any subordinated debt and any renewals or extensions thereof (herein called “Subordinated Indebtedness”), shall at all times be wholly subordinate and junior in right of payment to any and all indebtedness of the District under this Indenture (herein called “Superior Indebtedness”). Following an event of default under this Indenture, no Subordinated Indebtedness shall be paid prior to any Superior Indebtedness in any fiscal year of the District. If the holder of the Subordinated Indebtedness i s a commercial bank, savings bank, savings and loan association or other financial institution which is authorized by law to accept and hold deposits of money or issue certificates of deposit, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the District maintained with or held by such holder. Page 460 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 4883-1783-5163v3/024036-0097 (l) Pledged Net Special Taxes. The District represents it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment o r sale of the Net Special Taxes that ranks on a parity with or prior to the pledge granted under this Indenture. The District, except as may be provided otherwise in this Indenture, shall not hereafter make any pledge or assignment of, lien on, or security interest in the Net Special Taxes payable senior to or on a parity with the pledge of Net Special Taxes established under this Indenture. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes provided, however, that any such amendment or modification which adversely affects the rights and interest s of the Bond Insurer shall require the prior written consent of the Bond Insurer: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any additional resolution or order, provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreements, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond or Parity Bond payments; (c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of this Indenture; (d) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds or any Parity Bonds then Outstanding or the interests of the owners of the 2015 Bonds then outstanding; or (e) to modify, alter or amend the rate and method of apportionment of the Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on Developed Property within the District to an amount which is less than 110% of the sum of estimated Administrative Expenses and principal and interest due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding and the outstanding 2015 Bonds as of the date of such amendment; or (f) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Page 461 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 4883-1783-5163v3/024036-0097 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent . Exclusive of the Supplemental Indentures described in Section 6.1, the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding shall have the right to consent to and approve the adoption by the District of such Supplemental Indentu res as shall be deemed necessary or desirable by the District, for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond or Parity Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or Parity Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Parity Bond over any other Bond or Parity Bond, or (d) a reduction in the aggregate principal amount of the Bonds and Parity Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds and Parity Bonds then Outstanding. If at any time the District shall desire to adopt a Supplemental Indenture, which pursuant to the terms of this Section shall require the consent of the Bondowners, the District shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to all Bondowners at their addresses as they appear in the Bond Regist er (if the Authority or the Authority Trustee on the Authority’s behalf is the owner of all the Bonds, such amendment may be delivered by other communication methods). Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when consented to and approved b y the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds and any Parity Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds and Parity Bonds have consented to the adoption of any Supplemental Indenture, Bonds or Parity Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggre gate principal amount of the Outstanding Bonds and Parity Bonds in instances where such consent is required pursuant to the provisions of this section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds and Parity Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendm ents. Page 462 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 4883-1783-5163v3/024036-0097 The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by Sections 6.1 and 6.2 which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, so long as the Insurance Policy is in full force and effect, any amendment, supplement, modification to, or waiver of, this Indenture pursuant to this Section 6.2 shall be subject to the prior written consent of the Bond Insurer. Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds or any Parity Bonds may bear a notation, by endorsement in form approv ed by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date and presentation of his Bond or Parity Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds or Parity Bonds. If the District shall so determine, new Bonds or Parity Bonds so modified as, in the opinion of the District , shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date such new Bonds or Parity Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds or Parity Bonds, upon surrender of such Outstanding Bonds or Parity Bonds. ARTICLE VII TRUSTEE Section 7.1. Trustee. Wilmington Trust, National Association, shall be the Trustee for the Bonds and any Parity Bonds unless and until another Trustee is appointed by the District hereunder. The District may, at any time, appoint a successor Trustee satisfying the requirements of Section 7.2 below for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture; provided, however, that the Trustee shall be at all times the same entity as the Authority Trustee. The Trustee is hereby authorized to and shall mail by first class mail, postage prepaid, or wire transfer in accordance with Section 2.5 above, interest payments to the Bondowners, to select Bonds and Parity Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds and Parity Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the reg istration of transfer and exchange of Bonds and Parity Bonds presented to it for such purposes, to provide for the cancellation of Bonds and Parity Bonds all as provided in this Indenture, and to provide for the authentication of Bonds and Parity Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds and Parity Bonds paid, discharged and cancelled by it. The Trustee is hereby authorized to redeem the Bonds and Parity Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds and Parity Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. Page 463 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 4883-1783-5163v3/024036-0097 The District shall from time to time, subject to any agreement between the District and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees, costs and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee, its officers, officials, directors, employees and agents, harmless from and against any losses, costs, damages, claims, expenses and liabilities, including, without limitation fees, costs and expenses of its attorneys, not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. In no event shall the Trustee be responsible or liable for any consequential, punitive, indirect, incidental or special damages or loss of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing obligation of the District to indemnify the Trustee shall survive the removal or resignation of the Trustee and the discharge of the Bonds. Section 7.2. Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors thereto; provided that any such successor shall be a bank, association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Trustee. If any bank, association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such bank, association or trust company shall be deemed to be its combi ned capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee’s identity and address. Section 7.3. Resignation of Trustee. The Trustee may at any time resign and discharged from its duties and obligations hereunder by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be sent to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee satisfying the criteria in Section 7.2 above by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the success or Trustee. If no successor Trustee shall have been appointed and have accepted appointment within thirty (30) calendar days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of itself and all other Owners) may, at the sole expense of the District petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Section 7.4. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds and any Parity Bonds shall be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no resp onsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture, the Bonds or any Parity Bonds, and shall incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth herein, in the Bonds and any Parity Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee Page 464 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 4883-1783-5163v3/024036-0097 shall be under no responsibility or duty with respect to the issuance of the Bonds or any Parity Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for any action taken or omitted by it or any of its officers, employees or agents in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be entitled to request and receive written instructions from the District and/or Owners and shall have no responsibility or liabilit y for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of any such party. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the T rustee, or exercising any trust or power conferred upon the Trustee under this Indenture. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of an Owner and/or the District, pursuant to the provisions of this Indenture, unless such party shall have offered to the Trustee security or indemnity (satisfactory to the Trustee in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the District or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person. The Trustee shall be conclusively protected in acting upon any notice, resolution, request, direction, consent, order, certificate, opinion, report, bond, debenture, note, other evidence of indebtedness (including any Bond or Parity Bond) or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper person or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond or Parity Bond unless and until such Bond or Parity Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by a written c ertificate of the District, and/or opinion of counsel, and such certificate or opinion shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Page 465 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 4883-1783-5163v3/024036-0097 Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in this Indenture shall require the Trustee to expend or risk its o wn funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee shall not be deemed to have knowledge of (A) any events of other information, or (B) any default or event of default until an officer at the Trustee’s corporate trust officer responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, war, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, litigation or arbitration involving a party or others relating to zoning or other governmenta l action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty or in any way expand or impliedly expand the scope of the Trustee’s duties hereunder, and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct. The Trustee shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee. The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. The Trustee may become the Owner or pledgee of the Bonds and Parity Bonds with the same rights it would have if it were not Trustee. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against the Trustee. Page 466 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 4883-1783-5163v3/024036-0097 These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into thi s Indenture against the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless such Owners shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole and exclusive direction against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduc t of his own affairs. The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person. Any such instructions and directions furnished by electronic transmission shall be in the form of attachments in PDF format. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. Section 7.5. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may se ll or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default. Any one or more of the following events shall constitute an “event of default”: (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond or Parity Bond when and as the same shall become due and p ayable, whether at maturity as therein expressed, by declaration or otherwise; Page 467 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 4883-1783-5163v3/024036-0097 (b) Default in the due and punctual payment of the interest on any Bond or Parity Bond when and as the same shall become due and payable; or (c) Except as described in (a) or (b), default shall be made by the District in the observance of any of the agreements, conditions or covenants on its part contained in this Indenture, the Bonds or any Parity Bonds, and such default shall have continued for a period of 30 days after the District shall have been given notice in writing of such default by the Trustee or the Owners of 25% in aggregate principal amount of the Outstanding Bonds and Parity Bonds; provided, however, that if in the reasonable opinion of the District the default stated in the notice can be corrected, but not within such thirty (30) day period, and corrective action is instituted by the District, with the written approval of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), within such thirty (30) day period and diligently pursued in good faith until the default is corrected, such default shall not be an Event of Default hereunder. The Trustee agrees to give notice to the Owners immediately upon the occurrence of an e vent of default under (a) or (b) above and within 30 days of the Trustee’s knowledge of an event of default under (c) above. Section 8.2. Remedies of Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds and Parity Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture, including: (a) By mandamus or other suit or proceeding at law or in equity to enforce its rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount Outstanding Bonds and Parity Bonds and is indemnified to its satisfaction, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners of the Bonds an d Parity Bonds. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. The Bonds and any Parity Bonds are not subject to acceleration prior to maturity. Page 468 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 4883-1783-5163v3/024036-0097 Section 8.3. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds and Parity Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds and Parity Bonds: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel, and to the payment of all other outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount of interest on and principal of the Bonds and Parity Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds and Parity Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority: (a) first to the payment of all installments of interest on the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, (b) second, to the payment of all installments of principal, including Sinking Fund Payments, of the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, and (c) third, to the payment of interest on overdue installments of principal and interest on the Bonds and Parity Bonds on a pro rata basis based on the total amount then due and owing. Section 8.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds and Parity Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation. Any suit, action or proceeding which any Owner of Bonds or Parity Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds and Parity Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds and Parity Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appo inted it) the true and lawful attorney in fact of the respective Owners of the Bonds and Parity Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds and Parity Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. Page 469 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 4883-1783-5163v3/024036-0097 Section 8.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of the Bonds and Parity Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Net Special Taxes and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. Section 8.6. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds or the Parity Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds and Parity Bonds to the respective Owners of the Bonds and Parity Bonds at the respective dat es of maturity, as herein provided, out of the Net Special Taxes and other moneys herein pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds or Parity Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or the Owners by the Act or by this Article VIII may be enforced and exercised from time to time and as o ften as shall be deemed expedient by the Trustee or the Owners, as the case may be. Section 8.7. Limitations on Rights and Remedies of Owners. No Owner of any Bond or Parity Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds and Parity Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds and Parity Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds and Parity Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds and Parity Bonds. The right of any Owner of any Bond and Parity Bond to receive payment of the principal of and interest and premium (if any) on such Bond and Parity Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Page 470 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 4883-1783-5163v3/024036-0097 Section 8.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the District, the Tru stee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond or Parity Bond the interest due thereon and the principal thereof, at the times and in th e manner stipulated in this Indenture or any Supplemental Indenture, then the Owner of such Bond or Parity Bond shall cease to be entitled to the pledge of Net Special Taxes, and, other than as set forth below, all covenants, agreements and other obligatio ns of the District to the Owner of such Bond or Parity Bond under this Indenture and any Supplemental Indenture relating to such Parity Bond shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds and Parity Bonds pursuant to this Section, the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District’s general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the principal of, premium, if any, and interest due on such Bonds and Parity Bonds. Any Outstanding Bond or Parity Bond shall be d eemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond or Parity Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; or (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Defeasance Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accru e thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bond s shall not have been surrendered for payment, all obligations of the District under this Indenture and Page 471 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 4883-1783-5163v3/024036-0097 any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of tim e as may be acceptable to the Trustee. In connection with a defeasance under (c) above, there shall be provided to the District and the Bond Insurer a verification report from an independent nationally recognized certified public accountant, stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, an escrow agreement with respect to the deposits under (b) and (c) above (which shall be acceptable in form and substance to the Bond Insurer, so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. The Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Upon a defeasance, the Trustee, upon request of the District, shall release the rights of the Owners of such Bonds and Parity Bonds which have been defeased under t his Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the District, send a notice to the Bondowners whose Bonds or Parity Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. This Indenture shall not be discharged until Policy Costs due to the Bond Insurer (to the extent the responsibility of the District as a result of the District’s failure to pay principal of, or interest on the Bonds when due) shall have been paid in full. The District’s obligation to pay suc h amounts shall expressly survive payment in full of the payments of principal of and interest on the Bonds. Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness. The District may at any time after the issuance and delivery of the Bonds hereunder issue Parity Bonds payable from the Net Special Taxes and other amounts deposited in the Special Tax Fund and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds, any other Parity Bonds theretofore issued hereunder or under any Supplemental Indenture or the 2015 Bonds; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or Parity Bonds then Outstanding or all of the 2015 Bonds then outstanding subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however, that Parity Bonds may be issued notwithstanding that Page 472 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 4883-1783-5163v3/024036-0097 the District is not in compliance with all such covenants so long as im mediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (1) the purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited; (2) the authorized principal amount of such Parity Bonds; (3) the date and the maturity date or dates of such Parity Bonds; provided that (i) each maturity date shall fall on a September 1, (ii) all such Parity Bonds of like maturity shall be identical in all respects, except as to number, and (iii) fixed serial maturities or Sinking Fund Payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (4) the description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (5) the denominations and method of numbering of such Parity Bonds; (6) the amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds; (7) the amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account to increase the amount therein to the Reserve Requirement, to the CFD No. 07-I Reserve Account to increase the amount therein to the Proportionate Share or in any other reserve account established in connection with the issuance of such Parity Bonds to the applicable reserve requirement, provided that if the interest on such Parity Bonds is intended by the District to be excluded from the gross income of the recipients thereof for federal income tax purposes, such amount shall not exceed the maximum amount of proceeds that, in the opinion of Bond Counsel, can be so deposited without causing the interest on such Parity Bonds to be included in the gross inco me of the recipients thereof for federal income tax; (8) the form of such Parity Bonds; and (9) such other provisions as are necessary or appropriate and not inconsistent with this Indenture. (c) The District shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds by the Trustee (unless the Trustee shall accept any of such documents bearing a prior date): (1) a certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (2) a written request of the District as to the delivery of such Parity Bonds; Page 473 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 4883-1783-5163v3/024036-0097 (3) an opinion of Bond Counsel to the District to the effect that (i) the District has the right and power under the Act to adopt the Supplemental Indenture relating to such Parity Bonds, and the Supplemental Indenture has been duly and lawfully adopted by the District, is in full force and effect and is valid and binding upon the District and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights); (ii) the Indenture creates the valid pledge which it purports to create of the Net Special Taxes and othe r amounts as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (iii) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights) and the terms of the Indenture and all Supplemental Indentures thereto and are entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and the Indenture and all such Supplemental Indentures; (4) a certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of this Indenture; (5) a certificate of an Independent Financial Consultant certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less than the Annual Debt Service on the Bonds and Parity Bonds Outstanding and the annual debt service on the 2015 Bonds outstanding prior to the issuance of such Parity Bonds; and (6) Such further documents, money and securities as are required by the provisions of this Indenture and the Supplemental Indenture providing for the issuance of Parity Bonds. (d) So long as any Bonds remain outstanding or any amounts are owed to the Bond Insurer by the District, without the prior written consent of the Bond Insurer, the District shall not issue any Parity Bonds that permits or requires the Owner to tender such Parity Bonds for purchase prior to the stated maturity thereof without the prior written consent of the Bond Insurer. ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds. All Bonds and Parity Bonds surrendered to the Trustee for payment upon maturity or for redemption shall be upon payment therefor, and any Bond or Parity Bond purchased by the District as authorized herein and delivered to the Trustee for such purpose shall be, cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds and Parity Bonds, as provided by law, and furnish to the District a certificate of such destruction. Section 10.2. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank, trust company or o ther depository for such Page 474 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 4883-1783-5163v3/024036-0097 Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such attorney, and of the ownership of Bonds or Parity Bonds shall be sufficient for the purposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be proved by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall a lso constitute sufficient proof of his authority. (b) As to any Bond or Parity Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond or Parity Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and dis charge the liability upon such Bond or Parity Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond or Parity Bond shall bind every future Owner of the same Bond or Parity Bond in respect of anything done or suffered to be done by the Trustee or the District in pursuance of such request or consent. Section 10.3. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds and Parity Bonds which remain unclaimed for two years after the date when such Outstanding Bonds or Parity Bonds have become due and payable, if such money was held by the Trustee in trust at such date, or for two years after the date of deposit of such money if deposited with the Trustee in trust after the date when such Outstanding Bonds or Parity Bonds become due and payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Outstanding Bonds or Parity Bonds; provided, however, that, before being required to make any such payment to the District, the Trustee at the written request of the District or the Authority Trustee shall, at the expense of the District, cause to be ma iled by first-class mail, postage prepaid, to the registered Owners of such Outstanding Bonds or Parity Bonds at their addresses as they appear on the registration books of the Trustee a notice that said money remains unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District. Section 10.4. Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely Page 475 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 4883-1783-5163v3/024036-0097 to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Indenture, but to no greate r extent and in no other manner. Section 10.5. Insurer Rights. The Bond Insurer shall be deemed to be the sole holder of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Bondowners are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and each Bond, the Trustee and each Bond Owner of a Bond appoint the Bond Insurer as their agent and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of any proceeding by or against the District under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Bonds) and each Owner of a Bond delegate and assign to the Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of a Bond in the conduct of any Insolven cy Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Owners of the Bonds shall expressly include mandamus. The Bond Insurer is hereby deemed a third party beneficiary to this Indenture. Section 10.6. Reimbursement of Insurer Fees. The District shall pay or reimburse the Bond Insurer from Gross Special Taxes any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security under this Indenture or the Authority Indenture; (ii) the pursuit of any remedies under this Indenture or the Authority Indenture or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Indenture or the Authority Indenture whether or not executed or completed, or (iv) any litigation or other dispute in connection with this Indenture or the Authority Indenture or the transactions contemplated hereby or thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligations under the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture or the Authority Indenture. Section 10.7. Provision of Information to Bond Insurer. The Bond Insurer shall be provided with the following information by the District or the Trustee, as the case may be: (a) On request by the Bond Insurer, the District will provide a certificate that the District is not aware of any Event of Default under this Indenture and will provide such informa tion, data or reports as the Bond Insurer shall reasonably request from time to time; (b) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; Page 476 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 4883-1783-5163v3/024036-0097 (c) Notice of any default known to the Trustee or the District within five Business Days after knowledge thereof; (d) Prior notice of the redemption of any of the Bonds, including the principal amount and maturities thereof; (e) Notice of the commencement of any Insolvency Proceeding by or against the Authority or the District; (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (g) A full original transcript of all proceedings rel ating to the execution of any amendment, supplement, or waiver to this Indenture; (h) All reports, notices and correspondence to be delivered to Bond Owners under the terms hereof; and In addition, the Bond Insurer shall have the right to receive such additional information as it may reasonably request. Section 10.8. Discussion of and Access to Information. The District shall permit the Bond Insurer to discuss the affairs, finances and accounts of the District or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the District on any Business Day upon reasonable prior notice. Section 10.9. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Special Taxes which is subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Net Special Taxes and other amounts pledged hereunder. Section 10.10. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds or any Parity Bonds the rights and benefits provided in this Indenture. Section 10.11. Entire Agreement; Severability. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the re mainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Indenture, the Bonds and any Parity Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Page 477 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 45 4883-1783-5163v3/024036-0097 Section 10.12. Notices. Any notices required to be given to the District with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, or personally delivered to the City Manager of the City, 276 Fourth Avenue, Chula Vista, CA 91910, and all notices to the Trustee shall be sent via courier or fax or electronic transmission or mailed, first class, postage prepaid, or personally delivered to the Trustee, Wilmington Trust, National Association, 650 Town Center Drive, Suite 800, Costa Mesa, CA, Attention Corporate Trust Services. Any such notices or other communications furnished by electronic transmission shall be in the form of attachments in PDF format. Any notices required to be given to the Bond Insurer with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, personally delivered or sent via facsimile or electronic (email) transmission (with a portable document format or similar attachment) to __________, __________, Attention: ____________, Re: Policy No. __________; ______. In each case in which notice or other communication to the Bond Insurer refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” Page 478 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4883-1783-5163v3/024036-0097 IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) has caused this Bond Indenture to be signed by its City Manager and City Clerk, and WILMINGTON TRUST, NATIONAL ASSOCIATION in token of its acceptance of the duties of the Trustee created hereunder, has caused this Bond Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) By: City Manager of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) ATTEST: City Clerk of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) [SIGNATURES CONTINUED ON NEXT PAGE.] Page 479 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-2 4883-1783-5163v3/024036-0097 [SIGNATURE PAGE CONTINUED.] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Page 480 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4883-1783-5163v3/024036-0097 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND No. __ $[PRINCIPAL AMOUNT] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) 2024 SPECIAL TAX REFUNDING BONDS INTEREST RATE: MATURITY DATE: DATED DATE: _________% September 1, 20__ __________ 1, 2024 REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under that certain Indenture of Trust dated as of March 1, 2024 by and between the Chula Vista Municipal Financing Authority and Wilmington Trust, National Association PRINCIPAL AMOUNT: __________________________________ AND NO/100 DOLLARS CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) (the “District”) situated in the County of San Diego, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless (i) the date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date (as hereinafter defined) but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the foregoing, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the la st Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1 and September 1 and the final maturity date of the Bonds (each an “Interest Payment Date”), commencing September 1, 2024 at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for Page 481 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4883-1783-5163v3/024036-0097 payment. Except as otherwise provided in the Indenture, the principal of and premium, if any, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of the Trustee, initially Wilmington Trust, National Association (the “Trustee”). Interest on this Bond shall be paid by check of the Trustee mailed, by first class mail, postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States of America, to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Registered Owner ’s address as it appears on the registration books maintained by the Trustee. This Bond is one of a duly authorized issue of “City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds” (the “Bonds”) issued in the aggregate principal amount of $__________ pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of refinancing outstanding special tax bonds of the District and paying certain costs related to the issuance of the Bonds. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “Legislative Body”), on February 20, 2024, and a Bond Indenture, dated as of March 1, 2024, by and between the District and the Trustee, executed in connection therewith (the “Indenture”), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assents to said terms and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Pursuant to the Act and the Indenture, the principal of, premium, if any, and interest on this Bond are payable solely from the portion (the “Ne t Special Taxes”) of the annual special taxes authorized under the Act to be levied and collected within the District (the “Special Taxes”) and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. Any amounts for the payment hereof shall be limited to the Net Special Taxes pledged and collected, which include the proportion of the foreclosure proceeds received following a default in payment of the Special Taxes to the extent set forth in the Indenture, and other amounts deposited to the Special Tax Fund established under the Indenture, except to the extent that other provision for payment has been made by the Legislative Body, as may be permitted by law. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. The District’s 2015 Bonds are payable from the proportionate share of the Special Taxes to the extent set forth in the Indenture and in the 2015 Fiscal Agent Agreement. The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Page 482 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4883-1783-5163v3/024036-0097 Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 45 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Register ed Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of (i) any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or (ii) any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF CHULA VISTA OR OF THE DISTRICT FOR WHICH THE CITY OF CHULA VISTA OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY OF CHULA VISTA, THE STATE OF CALIFORNIA OR ANY OF Page 483 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 4883-1783-5163v3/024036-0097 ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exc eed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) has caused this Bond to be dated __________, 2024, to be signed on behalf of the District by the Mayor by his facsimile signature and attested by the facsimile signature of the City Clerk. Mayor of the City of Chula Vista ATTEST: City Clerk of the City of Chula Vista [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: __________ , 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Page 484 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 4883-1783-5163v3/024036-0097 City Clerk of the City of Chula Vista [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. NOTE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Page 485 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 4869-0630-5690v3/024036-0097 BOND INDENTURE Between CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $__________ CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) 2024 SPECIAL TAX REFUNDING BONDS Dated as of March 1, 2024 Page 486 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents Page i 4869-0630-5690v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions ..................................................................................................................... 2 ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds ............................ 9 Section 2.2. Type and Nature of Bonds and Parity Bonds ................................................................ 9 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes ........................ 9 Section 2.4. Description of Bonds; Interest Rates .......................................................................... 10 Section 2.5. Place and Form of Payment ........................................................................................ 11 Section 2.6. Form of Bonds and Parity Bonds ................................................................................ 12 Section 2.7. Execution and Authentication ..................................................................................... 12 Section 2.8. Bond Register .............................................................................................................. 12 Section 2.9. Registration of Exchange or Transfer ......................................................................... 13 Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 13 Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 14 ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 14 Section 3.2. Deposits to and Disbursements from Special Tax Fund ............................................. 14 Section 3.3. Administrative Expense Fund ..................................................................................... 15 Section 3.4. Interest Account and Principal Account of the Special Tax Fund .............................. 16 Section 3.5. Reserve Account of the Special Tax Fund .................................................................. 16 Section 3.6. Redemption Account of the Special Tax Fund ........................................................... 17 Section 3.7. Surplus Fund ............................................................................................................... 18 Section 3.8. Investments ................................................................................................................. 19 ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds ................................................................................................. 20 Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 21 Section 4.3. Notice of Redemption ................................................................................................. 21 Section 4.4. Partial Redemption of Bonds or Parity Bonds ............................................................ 22 Section 4.5. Effect of Notice and Availability of Redemption Money ........................................... 22 ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty ..................................................................................................................... 23 Section 5.2. Covenants .................................................................................................................... 23 Page 487 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page ii 4869-0630-5690v3/024036-0097 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 27 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 28 Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds .......................................................................................................................... 29 ARTICLE VII TRUSTEE Section 7.1. Trustee ......................................................................................................................... 29 Section 7.2. Removal of Trustee ..................................................................................................... 30 Section 7.3. Resignation of Trustee ................................................................................................ 30 Section 7.4. Liability of Trustee ..................................................................................................... 30 Section 7.5. Merger or Consolidation ............................................................................................. 33 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default ........................................................................................................ 33 Section 8.2. Remedies of Owners ................................................................................................... 34 Section 8.3. Application of Revenues and Other Funds After Default ........................................... 35 Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35 Section 8.5. Appointment of Receivers .......................................................................................... 36 Section 8.6. Non-Waiver ................................................................................................................. 36 Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36 Section 8.8. Termination of Proceedings ........................................................................................ 37 ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance .................................................................................................................. 37 Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness ................................................................................................................ 38 ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds .................................................................... 40 Section 10.2. Execution of Documents and Proof of Ownership ..................................................... 40 Section 10.3. Unclaimed Moneys ..................................................................................................... 41 Section 10.4. Provisions Constitute Contract.................................................................................... 41 Section 10.5. Insurer Rights .............................................................................................................. 42 Section 10.6. Reimbursement of Insurer Fees .................................................................................. 42 Section 10.7. Provision of Information to Bond Insurer ................................................................... 42 Section 10.8. Discussion of and Access to Information ................................................................... 43 Page 488 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page iii 4869-0630-5690v3/024036-0097 Section 10.9. Future Contracts .......................................................................................................... 43 Section 10.10. Further Assurances ...................................................................................................... 43 Section 10.11. Entire Agreement; Severability ................................................................................... 43 Section 10.12. Notices ........................................................................................................................ 44 Signature Page ................................................................................................................................... S-1 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND ......................................... A-1 Page 489 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 4869-0630-5690v3/024036-0097 BOND INDENTURE THIS BOND INDENTURE dated as of March 1, 2024 (the “Indenture”), is made and entered into by the City of Chula Vista Community Facilities District No. 08 -I (Otay Ranch Village Six) and Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds and any Parity Bonds issued in accordance herewith from time to time. R E C I T A L S : WHEREAS, the City Council of the City of Chula Vista, located in San Diego County, California (hereinafter sometimes referred to as the “legislative body of the District”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the “Act”); and WHEREAS, the District has previously issued its Prior Bonds (as defined herein) in connection with the issuance by the Chula Vista Municipal Financing Authority of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”) to refinance certain publi c improvements; and WHEREAS, on February 20, 2024, the legislative body of the District adopted Resolution No. ___ (the “Resolution”) authorizing the issuance and sale of special tax bonds for the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities District No. 08- I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds” (the “Bonds”); and WHEREAS, it is in the public interest and for the benefit of the District, the persons responsible for the payment of special taxes and the owners of the Bonds that the District enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the bonds, and the administration and paymen t of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the Trustee and issued as provided in the Act, the Resolution and this Indenture, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District does hereby covenant and agree, for the benefit of the Owners of the Bonds as follows: Page 490 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4869-0630-5690v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: “Account” means any account created pursuant to this Indenture. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 et seq. of the California Government Code. “Additional Reserve Policy” means a letter of credit, insurance policy, surety bond or other such funding instrument other than the Reserve Policy which is approved by the Bond Insurer and delivered to the Authority Trustee for the purpose of providing a portion of any reserve requirement for Authority Bonds. “Administrative Expenses” means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for Bonds or which are not otherwise paid as Costs of Issuance, any costs related to the District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds, the District, and any other costs otherwise incurred by the City on behalf of the District in order to carry out the purposes of the District as set forth in the Resolution of Formation and any obligation of the District hereunder . Administrative Expenses shall also include the administrative costs with respect to the collection of Delinquency Proceeds. “Administrative Expense Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Administrative Expense Requirement” means $20,000. “Annual Debt Service” means the principal amount of any Outstanding Bonds or Parity Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds or Parity Bonds in such Bond Year, if the Bonds and any Parity Bonds are retired as scheduled. “Authority” means the Chula Vista Municipal Financing Authority. “Authority Bonds” means any bonds outstanding under the Authority Indenture, which are secured in part by payments made on the Bonds and which may be secured in part by any Parity Bonds. “Authority Indenture” means that certain Indenture of Trust, dated as of March 1, 2024, by and between the Authority and the Authority Trustee, pursuant to which the Authority Bonds are issued. “Authority Trustee” means Wilmington Trust, National Association or any successor thereto appointed pursuant to the Authority Indenture. “Authorized Investments” means any of the following investments, if and to the extent the same are at the time legal for investment of the District’s funds (the Trustee is entitled to rely upon Page 491 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4869-0630-5690v3/024036-0097 investment direction from the District as a certification that such investment is an Authorized Investment): (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America (“U.S. Government Securities”). (2) Direct obligations* of the following federal agencies which are fully guaranteed by the full faith and credit of the United States of America: a. Export-Import Bank of the United States – Direct obligations and fully guaranteed certificates of beneficial interest b. Federal Housing Administration – debentures c. General Services Administration – participation certificates d. Government National Mortgage Association (“GNMAs”) – guaranteed mortgage-backed securities and guaranteed participation certificates e. Small Business Administration – guaranteed participation certificates and guaranteed pool certificates f. U.S. Department of Housing & Urban Development – local authority bonds g. U.S. Maritime Administration – guaranteed Title XI financings h. Washington Metropolitan Area Transit Authority – guaranteed transit bonds (3) Direct obligations* of the following federal agencies which are not fully guaranteed by the faith and credit of the United States of America: a. Federal National Mortgage Association (“FNMAs”) – senior debt obligations rated Aaa by Moody’s Investors Service (“Moody’s”) and AAA by Standard & Poor’s Ratings Services (“S&P”) b. Federal Home Loan Mortgage Corporation (“FHLMCs”) – participation certificates and senior debt obligations rated Aaa by Moody’s and AAA by S&P c. Federal Home Loan Banks – consolidated debt obligations d. Student Loan Marketing Association – debt obligations e. Resolution Funding Corporation – debt obligations (4) Direct, general obligations of any state of the United States of America or any subdivision or agency thereof whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured and unguaranteed * The following are explicitly excluded from the securities enumerated in 2 and 3: (i) All derivative obligations, including without limitation inverse floaters, residuals, interest-only, principal-only and range notes; (ii) Obligations that have a possibility of returning a zero or negative yield if held to maturity; (iii) Obligations that do not have a fixed par value or those whose terms do not promise a fixed dollar amount at maturity or call date; and (iv) Collateralized Mortgage-Backed Obligations (“CMOs”). Page 492 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4869-0630-5690v3/024036-0097 general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P. (5) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, P-1 by Moody’s and A-1 or better by S&P. (6) Certificates of deposit, savings accounts, deposit accounts or money market deposits in amounts that are continuously and insured by the Federal Deposit Insurance Corporation (“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund, and including funds for which the Trustee or its affiliates provide investment advisory or other management services. (7) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each case having maturities of not more than 365 days following the date of purchase) of any domestic commercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not considering holding company ratings). (8) Investments in money-market funds rated AAAm or AAAm-G by S&P, including funds for which the Trustee and its affiliates provide investment advisory or other management services. (9) Any other investment which the City is permitted by law to make, including without limitation investment in the Local Agency Investment Fund of the State of California (LAIF), provided that any investment of the type authorized pursuant to paragraphs (d), (f), (h) and (i) of Section 53601 of the California Government Code are additionally restricted as provided in the appropriate paragraph or paragraphs above applicable to such type of investment and provided further that investments authorized pursuant to paragraphs (k) and (m) of Section 53601 are not permitted. “Authorized Representative of the City” means the Mayor, the City Manager, the Assistant City Manager, the Finance Director or any other Person designated by the City Manager or by an Authorized Officer to undertake the action referenced in th is Agreement as required to be undertaken by an Authorized Representative of the City. “Bond Counsel” means any attorney at law or firm of attorneys selected by the City, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Insurer” means any municipal bond insurance company providing bond insurance under the Authority Indenture. “Bond Register” means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds and any Parity Bonds shall be recorded. “Bond Year” means the twelve month period commencing on September 1 of each year and ending on September 1 of the following year, except that the first Bond Year for the Bonds or an issue of Parity Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date. Page 493 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4869-0630-5690v3/024036-0097 “Bondowner” or “Owner” means the person or persons in whose name or names any Bond or Parity Bond is registered. “Bonds” means the $__________ City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange, the Federal Reserve System, or banks or trust companies in New York, New York, Wilmington, Delaware or Los Angeles, California, or where the trust office of the Trustee is located, are not required or authorized by law, regulation or executive order to remain closed . “Certificate of an Authorized Representative” means a written certificate or warrant request executed by an Authorized Representative of the City. “CFD No. 08-I Reserve Account” means the account by that name established by the Authority Indenture. “City” means the City of Chula Vista, County of San Diego, California. “City Council” means the City Council of the City. “Code” means the Internal Revenue Code of 1986, as amended, and any Regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. “Costs of Issuance” shall have the meaning set forth in the Authority Indenture. “Defeasance Securities” means any of the following: (a) non-callable direct obligations of the United States of America (“Treasuries”), (b) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (c) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, and (d) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), securities eligible for “AAA” defeasance under then existing criteria of S&P. “Delinquency Proceeds” means the amounts collected from the redemption of delinquent Special Taxes and from the sale of property sold as a result of the foreclosure of the lien of the Special Tax resulting from the delinquency in the payment of Special Taxes due and payable on such property after the payment of all costs related to such foreclosure actions. “Delivery Date” means, with respect to the Bonds and each issue of Parity Bonds, the date on which the bonds of such issue were issued and delivered to the initial purchasers thereof. “Developed Property” has the meaning ascribed to it in the Rate and Method of Apportionment. Page 494 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4869-0630-5690v3/024036-0097 “District” means the City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) established pursuant to the Act and the Resolution of Formation. “Escrow Agent” means Wilmington Trust, National Association, acting as escrow agent pursuant to the Escrow Agreement. “Escrow Agreement” means that Escrow Agreement, dated as of March 1, 2024, between the Chula Vista Municipal Financing Authority and the Escrow Agent relating to the defeasance and refunding of the Prior Authority Bonds. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next following June 30. “Gross Special Taxes” means the amount of all Special Taxes received by the District, together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture for the delinquency of such Special Taxes remaining after the payment of all costs related to such foreclosure actions. “Independent Financial Consultant” means a financial consultant or firm of such co nsultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom: (1) is in fact independent and not under the domination of the District or the City; (2) does not have any substantial interest, direct or indirect, in the District or the City; and (3) is not connected with the District or the City as a member, officer or employee of the District or the City, but who may be regularly retained to make annual or other reports to the District or the City. “Indenture” means this Bond Indenture, together with any Supplemental Indenture approved pursuant to Article 6 hereof. “Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Authority Bonds when due. “Interest Payment Date” means each March 1 and September 1, commencing September 1, 2024, and the final maturity date of the Bonds; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date, and in the case of the final Interest Payment Date to and including such date, will be paid on the Business Day next preceding such date. “Maximum Special Tax” has the meaning ascribed to it in the Rate and Method of Apportionment. “Moody’s” means Moody’s Investors Service, its successors and assigns. “Net Special Taxes” means Gross Special Taxes minus amounts set aside to pay Administrative Expenses. Page 495 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4869-0630-5690v3/024036-0097 “Ordinance” means and ordinance of the City levying the Special Taxes, including Ordinance No. 2922 adopted by the legislative body of the District on July 15, 2003. “Outstanding” or “Outstanding Bonds and Parity Bonds” means all Bonds and Parity Bonds theretofore issued by the District, except: (1) Bonds and Parity Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1 hereof; (2) Bonds and Parity Bonds for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds or Parity Bonds), provided that, if such Bonds or Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture or any applicable Supplemental Indenture for Parity Bonds; and (3) Bonds and Parity Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 hereof or for which a replacement has been issued pursuant to Section 2.10 hereof. “Parity Bonds” mean bonds or other securities issued by the District and secured by a lien on the Net Special Taxes which is on parity with the lien thereon securing the Bonds. “Person” means natural persons, firms, corporations, partnerships, associations, trusts, publi c bodies and other entities. “Policy Costs” means repayment of all amounts due under the Reserve Policy and all amounts due with respect to any Additional Reserve Policy resulting from a failure by the District to pay the principal of and interest on the Bonds when due. “Prepayments” means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in the District made in accordance with the Rate and Method of Apportionment. “Principal Office of the Trustee” means the principal corporate trust office of the Trustee in Costa Mesa, California, provided that for purposes of payment, redemption, exchange, transfer, surrender and cancellation of Bonds and Parity Bonds, such term means the principal corporate trust office of the Trustee in Costa Mesa, California, or such other office as the Trustee may from time to time designate in writing to the District and the Owners. “Prior Authority Bonds” means the Chula Vista Municipal Financing Aut hority Special Tax Revenue Refunding Bonds, Series 2013. “Prior Bonds” means the District’s Special Tax Refunding Bonds, Series 2013, currently outstanding in the aggregate principal amount of $10,200,000. “Proportionate Share” means, as of the date of calculation, the portion of the reserve requirement required under the Authority Indenture to be on deposit in the CFD No. 08-I Reserve Account of the Reserve Fund, including any proportionate share of any Policy Costs. Page 496 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4869-0630-5690v3/024036-0097 “Rate and Method of Apportionment” means that certain Rate and Method of Apportionment of Special Tax approved pursuant to the Resolution of Formation, as may be amended in accordance with the Act and this Indenture. “Rating Agency” means Moody’s and Standard & Poor’s, or both, as the context requires. “Record Date” means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. “Regulations” means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. “Reserve Account” means the account by that name established pursuant to Section 3.1 hereof. “Reserve Fund” means the fund by that name established by the Authority Indenture. “Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Bond Insurer on the date of issuance of the Bonds representing the reserve requirement established under the Authority Indenture. “Reserve Requirement” means zero with respec t to the Bonds and with respect to any Parity Bonds the amount established by the District on the Delivery Date of such Parity Bonds. “Resolution of Formation” means Resolution No. 2003-014 adopted by the legislative body of the District on January 14, 2003, pursuant to which the City formed the District. “Sinking Fund Payment” means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with any annual sinking fund payment schedule to retire any Bonds or Parity Bonds which are designated as Term Bonds. “Special Tax Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Special Taxes” means the taxes authorized to be levied by the District on property within the District in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the January 14, 2003 election in the District. “Standard & Poor’s” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns. “Supplemental Indenture” means any supplemental indenture amending or supplementing this Indenture. “Surplus Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Taxable Property” has the meaning ascribed to it in the Rate and Method of Apportionment. “Term Bonds” means the Bonds maturing on September 1, 20__ and any Parity Bonds for which Sinking Fund Payments are established in a Supplemental Indenture. Page 497 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 4869-0630-5690v3/024036-0097 “Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America, at its principal corporate trust office in Costa Mesa, California, and its successors or assigns, or any other bank, ass ociation or trust company which may at any time be substituted in its place as provided in Sections 7.2 or 7.3 and any successor thereto. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds. Under and pursuant to the Act, the Bonds in the aggregate principal amount of $__________ shall be issued for the purposes of (a) refunding and defeasing the Prior Bonds and (b) funding the District’s share of the Costs of Issuance. Section 2.2. Type and Nature of Bonds and Parity Bonds. Neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof other than the District is pledged to the payment of the Bonds or any Parity Bonds. Except for the Net Special Taxes, no other taxes are pledged to the payment of the Bonds and Parity Bonds. The Bonds and any Parity Bonds are not general or special obligations of the City nor general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund, as more fully described herein. The District’s limited obligation to pay the principal of, premium, if any, and interest on the Bonds and any Parity Bonds from amounts in the Special Tax Fund is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds or any Parity Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and any Parity Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds and any Parity Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of the District’s property, or upon any o f its income, receipts or revenues, except the Net Special Taxes and other amounts in the Special Tax Fund which are, under the terms of this Indenture and the Act, set aside for the payment of the Bonds and Parity Bonds and interest thereon and neither the members of the legislative body of the District or the City Council nor any persons executing the Bonds and Parity Bonds are liable personally on the Bonds and Parity Bonds by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Special Taxes for the payment of the interest on or the principal of or premium on the Bonds or any Parity Bonds, or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of and interest on the Bonds and any Parity Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Owners, and grants thereto a lien on and a Page 498 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 4869-0630-5690v3/024036-0097 security interest in, all of the Net Special Taxes and any other amounts held in the Special Tax Fun d. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any phys ical delivery, recordation, filing or further act. Pursuant to the Act and this Indenture, the Bonds and any Parity Bonds shall be equally payable from the Net Special Taxes and other amounts in the Special Tax Fund, without priority for number, date of the Bonds or Parity Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any Parity Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Special Taxes and other amounts in the Special Tax Fund, which are hereby set aside for the payment of the Bonds and any Parity Bonds. Amounts in the Special Tax Fund shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and any Parity Bonds and so long as any of the Bonds and any Parity Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary, Net Special Taxes deposited in the Surplus Fund shall no longer be considered to be pledged to the Bonds or any Parity Bonds, and none of the Surplus Fund, or the Administrative Expense Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude; (a) subject to the limitations herein, the redemption prior to maturity of any Bonds or Par ity Bonds subject to call and redemption and payment of said Bonds or Parity Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California; or (b) the issuance, subject to the limitations contained herein, of Parity Bonds which shall be payable from Net Special Taxes. Section 2.4. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds shall be issued in fully registered form in denominations of $5,000 or any in tegral multiple thereof. The Bonds and any Parity Bonds of each issue shall be numbered as desired by the Trustee. The Bonds shall be designated “CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) 2024 SPECIAL TAX REFUNDING BONDS.” The Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on September 1, 2024 and each Interest Payment Date thereafter: Page 499 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 4869-0630-5690v3/024036-0097 Maturity Date (September 1) Principal Amount Interest Rate $ % *Term Bond Interest shall be payable on each Bond and Parity Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that Bond or Parity Bond has been paid; provided, however, that if at the maturity date of any Bond funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture, such Bonds and Parity Bonds shall then cease to bear interest. Interest due on the Bonds and Parity Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Section 2.5. Place and Form of Payment. The Bonds and Parity Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and Parity Bonds and any premiums due upon the redemption thereof shall be payable upon presentation and surrender thereof at the Principal Office of the Trustee, or at the designated office of any successor Trustee; provided that so lon g as the Authority or the Authority Trustee on its behalf is the registered owner of all the Bonds, such presentment is not required. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bo nd, unless (i) such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond or Parity Bond, in which event interest shall be payable from the dated date of such Bond or Parity Bond; provided, however, that if at the time of authentication of such Bond or Parity Bond, interest is in default, interest on that Bond or Parity Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond or Parity Bond, interest on that Bond or Parity Bond shall be payable from its dated date. Interest on any Bond or Parity Bond shall be paid to the person whose name shall appear in the Bond Register as the Owner of such Bond or Parity Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed on the applicable Interest Payment Date by first class mail, Page 500 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 4869-0630-5690v3/024036-0097 postage prepaid, to such Bondowner at his or her address as it appears on the Bond Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of $1,000,000 or more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account designated by such Owner. Section 2.6. Form of Bonds and Parity Bonds. The definitive Bonds shall be typewritten. The Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such Bonds and any Parity Bonds and of the certificate of authentication. Notwithstanding any provision in this Indenture to the contrary, the District may, in its sole discretion, elect to issue the Bonds and any Parity Bonds in book entry form. Until definitive Bonds or Parity Bonds shall be prepared, the District may cause to be executed and delivered in lieu of such definitive Bonds or Parity Bonds temporary bonds in typed, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds or Parity Bonds, except that they may be in any denominations authorized by the District. Until exchanged for definitive Bonds or Parity Bonds, any temporary bond shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds and Parity Bonds. If the District issues temporary Bonds, it shall execute and furnish definitive Bonds or Parity Bonds, as applicable, without unnecessary delay and thereupon any temporary Bond or Parity Bond may be surrendered to the Trustee at its office, without expense to the Owner, in exchange for a definitive Bond or Parity Bond of the same issue, maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds and Parity Bonds so surrendered shall be cancelled by the Trustee and shall not be reissued. Section 2.7. Execution and Authentication. The Bonds and Parity Bonds shall be signed on behalf of the District by the manual or facsimile signature of the Mayor of the City and by the manual or facsimile signature of the City Clerk, or any duly appointed deputy clerk, in their capacity as officers of the District. In case any one or more of the officers who shall have signed or sealed any of the Bonds or Parity Bonds shall cease to be such officer before the Bonds or Parity Bonds so signed and sealed have been authenticated and delivered by the Trustee (including new Bonds or Parity Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or Parity Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds or Parity Bonds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Only the Bonds or Parity Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A attached hereto shall be entitled to any right or benefit under this Indenture, and no Bond or Parity Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Section 2.8. Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds and any Parity Bonds which shall upon reasonable prior notice be open to inspection by the District during all regular business hours, and, subject to the limitations set forth in Section 2.9 below, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, with reasonable notice, register or transfer or cause to be transferred on said Bond Register, Bonds and any Parity Bonds as herein p rovided. Page 501 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 4869-0630-5690v3/024036-0097 The District and the Trustee may treat the Owner of any Bond or Parity Bond whose name appears on the Bond Register as the absolute Owner of that Bond or Parity Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner’s address so that the Bond Register may be revised accordingly. Section 2.9. Registration of Exchange or Transfer. Subject to the limitations set forth in the following paragraph, the registration of any Bond or Parity Bond may, in accordance with its t erms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond or Parity Bond for cancellation at the office of the Trustee, accompanied by delivery of written instrument of transfer in a form acceptable to the Trustee and duly executed by the Bondowner or his or her duly authorized attorney. Bonds or Parity Bonds may be exchanged at the office of the Trustee for a like aggregate principal amount of Bonds or Parity Bonds for other authorized denominations of the same maturity and issue. The Trustee shall not collect from the Owner any charge for any new Bond or Parity Bond issued upon any exchange or transfer, but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the District. Whenever any Bonds or Parity Bonds shall be surrendered for registration of transfer or exchange, the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds or a new Parity Bon d or Parity Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee shall not be required to register transfers or make exchanges of (i) Bonds or Parity Bonds for a period of 15 days next preceding any selection of the Bonds or Parity Bonds to be redeemed, or (ii) any Bonds or Parity Bonds chosen for redemption. Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds. If any Bond or Parity Bond shall become mutilated, the District shall exec ute, and the Trustee shall authenticate and deliver, a new Bond or Parity Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond or Parity Bond so mutilated, but only upon surrender to the Trustee of the Bond or Parity Bond so mutilated. Every mutilated Bond or Parity Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond or Parity Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the Trustee shall be given, the District shall execute and the Trustee shall authenticate and deliver, a new Bond or Parity Bond, as applicable, of like tenor, maturity and issue, numbered and dated as the Trustee shall determine in lieu of and in substitution for the Bond or Parity Bond so lost, destroyed or stolen. Any Bond or Parity Bond issued in lieu of any Bond or Parity Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds or Parity Bonds issued hereunder. The Trustee shall not treat both the original Bond or Parity Bond and any replacement Bond or Parity Bond as being Outstanding for the purpose of determining the principal amount of Bonds or Parity Bonds which may be executed, authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds or Parity Bonds Outstanding hereunder, but both the original and replacement Bond or Parity Bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond or Parity Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds or Parity Bonds Page 502 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 4869-0630-5690v3/024036-0097 Section 2.11. Validity of Bonds and Parity Bonds. The validity of the authorization and issuance of the Bonds and any Parity Bonds shall not be affected in any way by any defect in any proceedings taken by the District for the refunding of the Prior Bonds, and the recital contained in the Bonds or any Parity Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds. (a) There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (1) The Community Facilities District No. 08-I Special Tax Fund (the “Special Tax Fund”) (in which there shall be established and created an Interest Account, a Principal Account, a Reserve Account and a Redemption Account); (2) The Community Facilities District No. 08-I Administrative Expense Fund (the “Administrative Expense Fund”); and (3) The Community Facilities District No. 08-I Surplus Fund (the “Surplus Fund”). The amounts on deposit in the foregoing funds and accounts shall be held by the Trustee on behalf of the District and shall be invested and disbursed in accordance with the provisions of this Article 3. The investment earnings thereon shall be disbursed in accordance with the provisions of Section 3.8 hereof. (b) Proceeds from the sale of the Bonds in the amount of $__________ (which amount is net of $__________ paid or retained by the Authority Trustee to pay the District’s share of the Costs of Issuance (as defined in the Authority Indenture) (including underwriter’s discount) and net of $__________retained by the Authority Trustee as the cash-funded portion of the District’s Proportionate Share of the Reserve Fund), shall be received by the Trustee and deposited and transferred as follows: (1) $__________ shall be transferred to the Escrow Agent for deposit in the escrow fund created under the Escrow Agreement; and (c) The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. Section 3.2. Deposits to and Disbursements from Special Tax Fund. (a) The Trustee shall deposit Gross Special Taxes identified as Delinquency Proceeds and transferred to the Trustee by the District as follows: (1) the amount specified by the District as representing past due interest on the Bonds and Parity Bonds shall be deposited to the Interest Account of the Special Tax Fund; and Page 503 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 4869-0630-5690v3/024036-0097 (2) the amount specified by the District as representing past due principal of the Bonds and Parity Bonds shall be deposited to the Principal Account of the Special Tax Fund. (b) Except for the portion of any Prepayment to be deposited to the Redemption Account, the District shall, as soon as practicable transfer the Special Taxes received by the District to the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. The Trustee shall transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the following Sections, in the following order of priority, to: (1) the Administrative Expense Fund an amount equal to the Administrative Expense Requirement or, if the Trustee receives written direction from the District to transfer a lesser amount, then such lesser amount, provided that not more than one -half of the Administrative Expense Requirement shall be so transferred in any Fiscal Year prior to the date on which the balance on deposit in the Interest Account of the Special Tax Fund is at least equal to the interest payable on the Bonds on March 1; (2) the Interest Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the interest on the Bonds and any Parity Bonds payable on the next succeeding Interest Payment Date; (3) the Principal Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the principal amount of the Bonds and any Parity Bonds and/or the Sinking Fund Payment payable on the next succeeding September 1; provided that not more than one-half of the principal amount and/or the Sinking Fund Payment payable on the next succeeding September 1 shall be deposited in the Principal Account prior to March 1 until (i) the balance on deposit in the Administrative Expense Fund equals the Administrative Expense Requirement, or such lesser amount directed by the District in wr iting to the Trustee, and (ii) the balance on deposit in the Interest Account equals the interest payable on the Bonds and any Parity Bonds through September 1; (4) the Reserve Account the amounts necessary to fund and pay the amounts as set forth in Section 3.5 hereof; (5) the Redemption Account of the Special Tax Fund; and (6) the Surplus Fund. At least ten (10) Business Days prior to each Interest Payment Date, the Trustee shall notify the District in writing the amount of Special Taxes required to pay the principa l of and interest on the Bonds and any Parity Bonds on the next succeeding Interest Payment Date and the amount necessary to cause the balance on deposit in the CFD No. 08-I Reserve Account to equal the District’s Proportionate Share and to cause the balance in the Reserve Account to equal the Reserve Requirement, if any. The Trustee shall notify the Authority Trustee at least five (5) Business Days prior to each Interest Payment Date if there is not on deposit with the Trustee, after making all of the tra nsfers required hereunder, moneys sufficient to pay the principal of and interest on the Bonds and any Parity Bonds. Section 3.3. Administrative Expense Fund. The Trustee shall transfer from the first available Special Taxes in the Special Tax Fund to the Administrati ve Expense Fund an amount such Page 504 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 4869-0630-5690v3/024036-0097 that the total amounts so transferred in any Bond Year do not exceed the Administrative Expense Requirement. In the event Administrative Expenses exceed the Administrative Expense Requirement in any Bond Year, the total amount transferred in a Bond Year shall not exceed the Administrative Expense Requirement until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is suf ficient to pay the interest and principal on all Bonds and Parity Bonds due in such Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 08-I Reserve Account to the Proportionate Share. Notwithstanding the foregoing, at the direction of the District, amounts in excess of the Administrative Expense Requirement may be transferred to the Administrative Expense Fund prior to the transfers to the Interest Account, the Principal Account and the Redemption Account pursuant to Sections 3.4 and 3.5 below to the extent necessary to collect delinquent Special Taxes. Following the required transfers pursuant to Sections 3.4 and 3.5 below of amounts sufficient to pay the interest and principal on all Bonds and Parity Bonds due in a Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 08-I Reserve Account to the Proportionate Share, an Authorized Representative of the City may direct the Trustee, in writing, to transfer additional amounts from the Special Tax Fund to the Administrative Expense Fund. Moneys in the Administrative Expense Fund may be held uninvested or invested in any Authorized Investments. Section 3.4. Interest Account and Principal Account of the Special Tax Fund . The principal of and interest due on the Bonds and any Parity Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds and any Parity Bonds will be made when due, after making the transfer required by Section 3.3, at least five Business Days prior to each March 1 and September 1, the Trustee shall make the following transfers from the Special Tax Fund first to the Interest Account and then to the Principal Account; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, any Parity Bonds, or otherwise, the transfer from the Special Tax Fund need not be made. At least fifteen (15) days prior to an Interest Payment Date, the Trustee shall notify the Authority and the Authority Trustee if there are insufficient funds to provide for the payment of principal and interest due on the Bonds and any Parity Bonds on such Interest Payment Date. Section 3.5. Reserve Account of the Special Tax Fund. After making the deposits required by Section 3.4 above, the Trustee shall nex t transfer to the Reserve Account the amount, if any, necessary to (i) pay Policy Costs with respect to the Reserve Policy then due and payable, (ii) pay Policy Costs with respect to any Additional Reserve Policy then due and payable, and (iii) cause the amount in the Reserve Account, taking into account the amounts then on deposit in the Reserve Account, to be equal to the Reserve Requirement. Amounts deposited to the Reserve Account to pay any Policy Costs due under the Reserve Policy or under any Additi onal Reserve Policy held by the Authority Trustee shall be transferred by the Trustee to the Authority Trustee to be applied in accordance with the Authority Indenture, and amounts deposited to the Reserve Account to pay Policy Costs with respect to any other Additional Reserve Policy shall be disbursed by the Trustee to the provider of such Additional Reserve Policy or as otherwise agreed to by such provider. If subsequent to the issuance of the Bonds a Reserve Requirement is established by the District, thereafter there shall be maintained in the Reserve Account of the Special Tax Fund an amount equal to the Reserve Requirement to be applied as follows: Page 505 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 4869-0630-5690v3/024036-0097 (a) Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on any Parity Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor and for the purpose of making any required transfer to a reb ate fund established in connection with the issuance of Parity Bonds upon written direction from the District. If the amounts in the Interest Account, the Principal Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Parity Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to any rebate fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund or a rebate fund, as applicable, moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers referred to in Section 3.4 above, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement; provided, however, that such amount so deposited shall be on a pro rata basis with any amounts necessary to pay Policy Costs. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Interest Account or the Principal Account of the Special Tax Fund in accordance with Section 3.4 above. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary to restore the Reserve Account to the Reserve Requirement in the next ann ual Special Tax levy to the extent of the maximum permitted Special Tax rates. In connection with an optional redemption of Parity Bonds in accordance with any Supplemental Indenture, or a partial defeasance of Parity Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for an issue of Parity Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on an issue of Parity Bonds in the final Bond Year for such issue. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Reserve Account on the fifth Business Day before each March 1 and September 1 and transferred to the Interest Account of the Special Tax Fund. Section 3.6. Redemption Account of the Special Tax Fund. (a) After making the transfers and deposits required by Sections 3.4 and 3.5 above, and in accordance with the District’s election to call Parity Bonds for optional redemption as set forth in any Supplemental Indenture for Parity Bonds, the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient t o pay the principal and the premiums, if any, payable on Parity Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund may be applied to optionally redeem Parity Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement and the amount in the CFD No. 08-I Reserve Account will equal the Proportionate Share. Page 506 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 4869-0630-5690v3/024036-0097 (b) Prepayments deposited to the Redemption Account shall be applied on the redemption date established pursuant to Section 4.1(c) hereof for the use of such Prepayments to the payment of the principal of, premium, and interest on the Bonds and Parity Bonds to be redeemed with such Prepayments. (c) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and Parity Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds or Parity Bonds to be redeemed upon presentation and surrender of such Bonds or Parity Bonds and in the case of an optional redemption or an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding Bonds or Parity Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds or Parity Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to any premium schedule established pursuant to Section 4.1(a) hereof, or in the case of Parity Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Bonds or Parity Bonds may be paid fro m the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.7. Surplus Fund. After making the transfers required by Sections 3.3, 3.4, 3.5 and 3.6 hereof, as soon as practicable after each September 1, and in any event prior to each October 1, the Trustee shall transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representativ e directing that certain amounts be retained in the Special Tax Fund because the District has included such amounts as being available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year pursuant to Section 5.2(b) hereof. Moneys deposited in the Surplus Fund will be transferred by the Trustee at the direction of an Authorized Representative of the City (i) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, premium, if any, and interest on the Bonds and any Parity Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account are insufficient therefor, (ii) to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, (iii) to the CFD No. 08-I Reserve Account to restore the CFD No. 08-I Reserve Account to the Proportionate Share and to pay Policy Costs, (iv) to the Administrative Expense Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Fund are insufficient to pay Administrative Expenses, (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repaym ent of the Bonds or the Parity Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds or Parity Bonds, the District will notify the Trustee in a Certificate of an Authorized Representative and the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at the written direction of the District in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals under the Code) or in Authorized Investments at a yield not in excess of the yield on the issue of Bonds or Parity Bonds to which such amounts are Page 507 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 4869-0630-5690v3/024036-0097 to be applied, unless, in the opinion of Bond Counsel, investment at a higher yield will not a dversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or any Parity Bonds which were issued on a tax-exempt basis for federal income tax purposes. Section 3.8. Investments. Moneys held in any of the Accounts under this Indenture shall be invested by the Trustee or the District, as applicable, in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Accounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Account from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund, and each Account therein, and of the Surplus Fund shall be deposited in those respective Funds and Accounts. Moneys in the Accounts held under this Indenture may be invested by the District or the Trustee as directed in writing by the District, as applicable, from time to time, in Authorized Investments subject to the following restrictions: (a) Moneys in the Interest Account, the Principal Account, and the Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. (b) In the absence of written directions from the District, the Trustee shall hold such moneys uninvested. The District or the Trustee, as applicable, shall sell, or present for redemption, any Authorized Investment whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Accounts or from such Accounts to which such Authorized Investments is credit ed. For the purpose of determining at any given time the balance in any such Accounts, any such investments constituting a part of such Accounts shall be valued at the lower of the cost or the market value thereof, exclusive of accrued interest, at least semiannually. In making any valuations hereunder, the District or the Trustee, as applicable, may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accountin g system, and conclusively rely thereon. Notwithstanding anything herein to the contrary, the District or the Trustee, as applicable, shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee or the District, as applicable, may act as principal or agent in the making or disposing of any investment. The Trustee or the District, as applicable, may sell, or present for redemption, any Authorized Investment so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Authorized Investment is credited, and, subject to the provisions of Section 7.4, the Trustee or the District, as applicable, shall not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee or the District, as applicable, may commingle the funds and accounts established hereunder, but shall account for each separately. The District acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Trustee will be available upon requ est and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Page 508 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 4869-0630-5690v3/024036-0097 Trustee will furnish the District periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder or brokers selected by the District. Upon the District’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Trustee and its af filiates may act as sponsor, advisor, depository, principal or agent in the holding, acquisition or disposition of any investment. The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds. (a) Optional Redemption. The Bonds are not subject to optional redemption prior to maturity. (b) Extraordinary Redemption. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to Section 3.2 at the following redemption prices, expressed as a percentage of the principal amount t o be redeemed, together with accrued interest to the redemption date: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Prepayments will be allocated to the payment at maturity and redemption of Bonds and any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding prin cipal amount of the Bonds and any Parity Bonds and such amounts shall be applied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the District may specify in a Certificate of an Authorized Representative that Prepayments be applied to one or more maturities of the Bonds or Parity Bonds so long as there is delivered to the Trustee a certificate of the Independent Financial Consultant that, following such application of the Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year on Taxable Property is not less than 110% of Annual Debt Service, plus the Administrative Expense Requirement, in the Bond Year that begins in such Fiscal Year. For so long as the Authority is the Owner of the Bonds, in connection with the calculation of such redemption price, the District shall receive a credit from the Authority from the reduction in the Proportionate Share of the Reserve Requirement resulting from the redemption of the Bonds and the Authority Bonds so redeemed in connection therewith. Page 509 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 4869-0630-5690v3/024036-0097 (c) The redemption provisions for Parity Bonds shall be set forth in a Supplemental Indenture. Section 4.2. Selection of Bonds and Parity Bonds for Redemption. If less than all of the Bonds or Parity Bonds Outstanding are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such Bonds or Parity Bonds for redemption, the Trustee shall treat such Bonds or Parity Bonds, as applicable, as representing that number of Bonds or Parity Bonds of $5,000 denominations which is obtained by dividing the princ ipal amount of such Bonds or Parity Bonds to be redeemed in part by $5,000. The procedure for the selection of Parity Bonds for redemption may be modified as set forth in the Supplemental Indenture for such Parity Bonds. The Trustee shall promptly notify the District, in writing, of the Bonds or Parity Bonds, or portions thereof, selected for redemption. Section 4.3. Notice of Redemption. When Bonds or Parity Bonds are due for redemption under Section 4.1 above or under another redemption provision set forth in a Sup plemental Indenture relating to any Parity Bonds, the Trustee shall give notice, in the name of the District, of the redemption of such Bonds or Parity Bonds; provided, however, that a notice of optional redemption may be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Parity Bonds to be redeemed. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the Bonds or Parity Bonds selected for redemption, except that where all of the Bonds or all of an issue of Parity Bonds are subject to redemption, or all the Bonds or Parity Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds or Parity Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds or Parity Bonds are to be redeemed; (e) in the case of Bonds or Parity Bonds to be redee med only in part, state the portion of such Bond or Parity Bond which is to be redeemed; (f) state the date of issue of the Bonds or Parity Bonds as originally issued; (g) state the rate of interest borne by each Bond or Parity Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds or Parity Bonds being redeemed as shall be specified by the Trustee. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond, Parity Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee shall send a copy of such notice to the respective Owners thereof at their addresses appearing on the Bond Register, and to the original purchaser of the Bonds or Parity Bon ds, as applicable. The actual receipt by the Owner of any Bond or Parity Bond or the original purchaser of any Bond or Parity Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any de fect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or Parity Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein pr ovided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. In addition to the foregoing notice, further notice shall be given by the Trustee as set out below if the Bonds or Parity Bonds are not owned by the Authority at the time the not ice of redemption is Page 510 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 4869-0630-5690v3/024036-0097 given pursuant to this Section 4.3, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least two days before notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail, overnight delivery service or any other means acceptable to the registered securities depository listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and Parity Bonds a s shall be specified by the Trustee and to any national information services that disseminate notice of redemption of obligations such as the Bonds and Parity Bonds as determined by the Trustee: Registered Securities Depositories The Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 Attn. Call Notification Department Fax: (212) 855-7232 Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The District and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Upon the payment of the redemption price of any Bonds and Parity Bonds bein g redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds and Parity Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4. Partial Redemption of Bonds or Parity Bonds. Upon surrender of any Bond or Parity Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds or a new Parity Bond or Parity Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity or, in the case of surrender of a Parity Bond, a new Parity Bond or Parity Bonds subject to the foregoing limitations. Section 4.5. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3 hereof, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds and Parity Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the re demption price thereof as provided in this Indenture or in any Supplemental Indenture with respect to any Parity Bonds, anything in this Indenture or in the Bonds or the Parity Bonds to the contrary notwithstanding; Page 511 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 4869-0630-5690v3/024036-0097 (b) Upon presentation and surrender thereof at the office of the Trustee, the redemption price of such Bonds and Parity Bonds shall be paid to the Owners thereof; provided that so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds no such presentment is required; (c) As of the redemption date the Bonds or the Parity Bonds, or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or Parity Bonds, or portions thereof, shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds, Parity Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds and any Parity Bonds against all claims and demands of all persons. Section 5.2. Covenants. So long as any of the Bonds or Parity Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and this Indenture (to be performed by the District or its proper officers, agents or employees), which covenants are necessary and desirable to secure the Bonds and Parity Bonds and tend to make them more marketable; provided, however, that said cove nants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment; Against Encumbrances. The District covenants that it will receive all Special Taxes in trust for the Owners and will cause to be deposited all Special Taxes with the Trustee immediately upon their apportionment to the District, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Inde nture. All such Special Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond and Parity Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and the Parity Bonds and in accordance with this Indenture to the extent that Net Special Taxes and other amounts pledged hereunder are available therefor, and that the payments into the Funds and Accounts created hereunder will be made, all in strict conformity with the terms of the Bonds, any Parity Bonds, and this Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and of the Bonds and any Parity Bonds issued hereunder. The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Special Taxes except as provided in this Indenture, and will not issue any obligation or security having a lien or charge upon the Net Special Taxes superior to or on a parity with the Bonds, Page 512 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 4869-0630-5690v3/024036-0097 other than Parity Bonds. Nothing herein shall prevent the District from issuing or incurring indebtedness which is payable from a pledge of Net Special Taxes which is subordinate in all respects to the pledge of Net Special Taxes to repay the Bonds and the Parity Bonds. (b) Levy of Special Tax. So long as any Bonds or Parity Bonds issued under this Indenture are Outstanding, the legislative body of the District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and availabl e for such purpose, to pay (1) the principal of and interest on the Bonds and any Parity Bonds when due, (2) the Administrative Expenses, (3) any amounts required to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement, (4) any amounts required to replenish the CFD No. 08- I Reserve Account to the Proportionate Share and pay all Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds, and (5) any amounts due to the Bond Insurer not included in (1) through (4) above. The District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to levy the Special Tax for so long as the Bo nds and any Parity Bonds are Outstanding. (c) Commence Foreclosure Proceedings. The District covenants for the benefit of the Owners of the Bonds and any Parity Bonds that it will review the public records of the County of San Diego, California, in connection with the collection of the Special Taxes not later than July 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year and will commence and diligently pursue to completion, judicial foreclosure proceedings against (i) p roperties under common ownership with delinquent Special Taxes in the aggregate of $5,000 or more by October 1 following the close of the Fiscal Year in which the Special Taxes were due, and (ii) against all properties with delinquent Special Taxes in the aggregate of $2,500 or more by October 1 following the close of any Fiscal Year if the amount of the Reserve Fund is less than its reserve requirement or if the amount in the Reserve Account is less than the Reserve Requirement . Notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel for which the District has received funds equal to the delinquent installments of Special Taxes related to such parcel from any source (excluding draws from the Reserve Account), including without limitation the proceeds of any sale and assignment of such delinquent installments to a third party, and such funds are available to contribute toward the payment of the principal of and interest on the Bonds and Parity Bonds when due. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account and the CFD No. 08-I Reserve Account. The District may treat any delinquent Special Tax sold to an independent third-party or to any funds of the City for at least 100% of the delinquent amount as having been paid. Proceeds of any such sale up to 100% of the delinquent amount will be deposited in the Special Tax Fund. The District covenants that it will deposit the net proceeds of any foreclosure and any other Delinquency Proceeds in the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds, to make current payments of principal and interest on the Bonds and any Parity Bonds and to replenish any draw on the Reserve Account and the CFD No. 08 -I Reserve Account, and to pay its proportionate share of Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds. (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Net Special Taxes or other funds in the Special Tax Fund, or which might impair the security of the Bonds Page 513 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 4869-0630-5690v3/024036-0097 or any Parity Bonds then Outstanding; provided that nothing herein contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Trustee or of the Owners of not less than 10% of the principal amount of the Bonds or the Owners of not less than 10% of any issue of Parity Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Authority Bonds issued on a tax-exempt basis for federal income tax purposes will not be adversely affected for federal income tax purposes, the District covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or any Parity Bonds or of any other moneys or property which would cause the Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “private activity bonds” within the meaning of Section 141 of the Code; (2) Arbitrage. The District will make no use of the proceeds of the Bonds or any Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause Authority Bonds issued on a tax -exempt basis for federal income tax purposes to be “arbitrage bonds” within the meaning of Section 148 of the Code; (3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or any Parity Bonds or take or omit to take any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (4) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the District takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on Authority Bonds; and (5) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds or Parity Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for federal income tax purposes of interest on the Authority Bonds issued on a tax-exempt basis. (g) Reduction of Maximum Special Taxes. The District hereby finds and determines that, historically, delinquencies in the payment of special taxes authorized pursuant to the Page 514 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 4869-0630-5690v3/024036-0097 Act in community facilities districts in Southern California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the District hereby determines that a reduction in the maximum Special T ax rates authorized to be levied on parcels in the District below the levels provided in this Section 5.2(g) would interfere with the timely retirement of the Bonds and Parity Bonds. The District determines it to be necessary in order to preserve the security for the Bonds and Parity Bonds to covenant, and, to the maximum extent that the law permits it to do so, the District hereby does covenant, that it shall not initiate proceedings to reduce the maximum Special Tax rates for the District, unless, in con nection therewith, (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property in each Bond Year for any Bonds and Parity Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gros s debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding after the reduction is approved, (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds, and (iii) no Policy Costs or amounts under the Insurance Policy are due and payable to the Bond Insurer and (iv) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. (h) Covenants to Defend. The District covenants that, in the event that any initiative is adopted by the qualified electors in the District which purports to reduce the minimum or the maximum Special Tax below the levels specified in Section 5.2(g) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. (i) Limitation on Right to Tender Bonds. The District hereby covenants that it will not adopt any policy pursuant to Section 53344.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District shall have first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Special Tax revenues to pay the principal of and interest on the Bonds and Parity Bonds when due. (j) Further Assurances. The District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds and any Parity Bonds of the rights and benefits provided in this Indenture. (k) Subordinate Debt. Any indebtedness of the District evidenced by any subordinated debt and any renewals or extensions thereof (herein called “Subordinated Indebtedness”), shall at all times be wholly subordinate and junior in right of payment to any and all indebtedness of the District under this Indenture (herein called “Superior Indebtedness”). Following an event of default under this Indenture, no Subordinated Indebtedness shall be paid prior to any Superior Indebtedness in any fiscal year of the District. If the holder of the Subordinated Indebtedness is a commercial bank, savings bank, savings and loan association or other financial institutio n which is authorized by law to accept and hold deposits of money or issue certificates of deposit, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the District maintained with or held by such holder. Page 515 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 4869-0630-5690v3/024036-0097 (l) Pledged Net Special Taxes. The District represents it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Net Special Taxes that ranks on a parity with or prior to the pledge granted un der this Indenture. The District, except as may be provided otherwise in this Indenture, shall not hereafter make any pledge or assignment of, lien on, or security interest in the Net Special Taxes payable senior to or on a parity with the pledge of Net Special Taxes established under this Indenture. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes provided, however, that any such amendment or modification which adversely affects the rights and interests of the Bond Insurer shall require the prior written consent of the Bond Insurer: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any additional resolution or order, provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreements, limitat ions and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond or Parity Bond payments; (c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of this Indenture; (d) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal sta tute, and which shall not materially adversely affect the interests of the Owners of the Bonds or any Parity Bonds then Outstanding; or (e) to modify, alter or amend the rate and method of apportionment of the Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on Developed Property within the District to an amount which is less than 110% of the sum of estimated Administrative Expenses and principal and interest due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such amendment; or (f) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Page 516 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 4869-0630-5690v3/024036-0097 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent. Exclusive of the Supplemental Indentures described in Section 6.1, the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding shall have the right to consent to and approve the adoption by the District of such Supplemental Indentures as shall be deemed necessary or desirable by the District, for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond or Parity Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or Parity Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Parity Bond over any other Bond or Parity Bond, or (d) a reduction in the aggregate principal amount of the Bonds and Parity Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds and Parity Bonds then Outstanding. If at any time the District shall desire to adopt a Supplemental Indent ure, which pursuant to the terms of this Section shall require the consent of the Bondowners, the District shall so notify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to all Bondowners at their addresses as they appear in the Bond Register (if the Authority or the Authority Trustee on the Authority’s behalf is the owner of all the Bonds, such amendment may be delivered by other communication methods). Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds and any Parity Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds and Parity Bonds have consented to the adoption of any Supplemental Indenture, Bonds or Parity Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds in instances where such consent is required pursuant to the provisions of this section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds and Parity Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Page 517 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 4869-0630-5690v3/024036-0097 The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by Sections 6.1 and 6.2 which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, so long as the Insurance Policy is in full force and effect, any amendment, supplement, modification to, or waiver of, this Indenture pursuant to this Section 6.2 shall be subject to the prior written consent of the Bond Insurer. Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds or any Parity Bonds may bear a notation, by endorsement in form approved by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date and presentation of his Bond or Parity Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds or Parity Bonds. If the District shall so determine, new Bonds or Parity Bonds so modified as, in the opinion of the District, shall be necessary to conform to such action shall be prepared and e xecuted, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date such new Bonds or Parity Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds or Parity Bonds, upon surrender of such Outstanding Bonds or Parity Bonds. ARTICLE VII TRUSTEE Section 7.1. Trustee. Wilmington Trust, National Association, shall be the Trustee for the Bonds and any Parity Bonds unless and until another Trustee is appointed by the District hereunder. The District may, at any time, appoint a successor Trustee satisfying the requirements of Section 7.2 below for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture; provided, however, that the Trustee shall be at all times the same entity as the Authority Trustee. The Trustee is hereby authorized to and shall mail by first class mail, postage prepaid, or wire transfer in accordance with Section 2.5 above, interest payments to the Bondowners, to select Bonds and Parity Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds and Parity Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the registration of transfer and exchange of Bonds and Parity Bonds presented to it for such purposes, to provide for the cancellation of Bonds and Parity Bonds all as provided in this Indenture, and to provide for the authentication of Bonds and Parity Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds and Parity Bonds paid, discharged and cancelled by it. The Trustee is hereby authorized to redeem the Bonds and Parity Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds and Parity Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. Page 518 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 4869-0630-5690v3/024036-0097 The District shall from time to time, subject to any agreement between the District and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees, costs and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee, its officers, officials, directors, employees and agents, harmless from and against any losses, costs, damages, claims, e xpenses and liabilities, including, without limitation fees, costs and expenses of its attorneys, not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. In no event shall the Trustee be responsible or liable for any consequential, punitive, indirect, incidental or special damages or loss of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the l ikelihood of such loss or damage and regardless of the form of action. The foregoing obligation of the District to indemnify the Trustee shall survive the removal or resignation of the Trustee and the discharge of the Bonds. Section 7.2. Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors thereto; provided th at any such successor shall be a bank, association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor Trustee. If any bank, association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising o r examining authority above referred to, then for the purposes of this section the combined capital and surplus of such bank, association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee’s identity and address. Section 7.3. Resignation of Trustee. The Trustee may at any time resign and discharged from its duties and obligations hereunder by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be sent to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee satisfying the criteria in Section 7.2 above by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within thirty (30) calendar days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of itself and all other Owners) may, at the sole expense of the District petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Section 7.4. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds and any Parity Bonds shall be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture, the Bonds or any Parity Bonds, and shall incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth herein, in the Bonds and any Parity Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee Page 519 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 4869-0630-5690v3/024036-0097 shall be under no responsibility or duty with respect to the issuance of the Bonds or any Parity Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for any action taken or omitted by it or any of its officers, employees or agents in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be entitled to request and receive written instructions from the District and/or Owners and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of any such party. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of an Owner and/or the District, pursuant to the provisions of this Indenture, unless such party shall have offered to the Trustee security or indemnity (satisfactory to the Trustee in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the District or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person. The Trustee shall be conclusively protected in acting upon any notice, resolution, request, direction, consent, order, certificate, opinion, report, bond, debenture, note, other evidence of i ndebtedness (including any Bond or Parity Bond) or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper person or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond or Parity Bond unless and until such Bond or Parity Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffer ing any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by a written certificate of the District, and/or opinion of counsel, and such certificate or opinion shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Page 520 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 4869-0630-5690v3/024036-0097 Trustee may, in lieu thereof, accept other evidence of such matter or may requir e such additional evidence as to it may seem reasonable. The Trustee shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers. The Trustee shall not be deemed to have knowledge of (A) any events of other information, or (B) any default or event of default until an officer at the Trustee’s corporate trust officer responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall not be considered in breach of or in default i n its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, war, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee shall have no responsibility or liability with respect to any informa tion, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty or in any way expand or impliedly expand the scope of the Trustee’s duties hereunder, and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct. The Trustee shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee. The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. The Trustee may become the Owner or pledgee of the Bonds and Parity Bonds with the same rights it would have if it were not Trustee. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against the Trustee. Page 521 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 4869-0630-5690v3/024036-0097 These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless such Owners shall have offered to the Trustee security or indemnity satis factory to the Trustee in its sole and exclusive direction against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person. Any such instructions and directions furnished by electronic transmission shall be in the form of attachments in PDF format. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Inde nture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. Section 7.5. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default. Any one or more of the following events shall constitute an “event of default”: (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond or Parity Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; Page 522 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 4869-0630-5690v3/024036-0097 (b) Default in the due and punctual payment of the interest on any Bond or Parity Bond when and as the same shall become due and payable; or (c) Except as described in (a) or (b), default shall be made by the District in the observance of any of the agreements, conditions or covenants on its part contained in this Indenture, the Bonds or any Parity Bonds, and such default shall have continued for a period of 30 days after the District shall have been given notice in writing of such default by the Trustee or the Owners of 25% in aggregate principal amount of the Outstanding Bonds and Parity Bonds; provided, however, that if in the reasonable opinion of the District the default stated in the notice can be corrected, but not within such thirty (30) day period, and corrective action is instituted by the District, with the written approval of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), within such thirty (30) day period and diligently pur sued in good faith until the default is corrected, such default shall not be an Event of Default hereunder. The Trustee agrees to give notice to the Owners immediately upon the occurrence of an event of default under (a) or (b) above and within 30 days of the Trustee’s knowledge of an event of default under (c) above. Section 8.2. Remedies of Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds and Parity Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture, including: (a) By mandamus or other suit or proceeding at law or in equity to enforce its rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. If an Event of Default shall have occurred and be continuing and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount Outstanding Bonds and Parity Bonds and is indemnified to its satisfaction, the Trustee shall be obligated to ex ercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners of the Bonds and Parity Bonds. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. The Bonds and any Parity Bonds are not subject to acceleration prior to maturity. Page 523 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 4869-0630-5690v3/024036-0097 Section 8.3. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds and Parity Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds and Parity Bonds: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel, and to the payment of all other outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount of interest on and principal of the Bonds and Parity Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds and Parity Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority: (a) first to the payment of all installments of interest on the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, (b) second, to the payment of all installments of principal, including Sinking Fund Payments, of the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, and (c) third, to the payment of interest on overdue installments of principal and interest on the Bonds and Parity Bonds on a pro rata basis based on the total amount then due and owing. Section 8.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds and Parity Bon ds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been f iled with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation. Any suit, action or proceeding which any Owner of Bonds or Parity Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds and Parity Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds and Parity Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds and Parity Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds and Parity Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. Page 524 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 4869-0630-5690v3/024036-0097 Section 8.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of the Bonds and Parity Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Net Special Taxes and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. Section 8.6. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds or the Parity Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds and Parity Bonds to the respective Owners of the Bonds and Parity Bonds at the respective dates of maturity, as herein provided, out of the Net Special Taxes and other moneys herein pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds or Parity Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or the Owners by the Act or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Owners, as the case may be. Section 8.7. Limitations on Rights and Remedies of Owners. No Owner of any Bond or Parity Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, un less (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds and Parity Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expense s and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds and Parity Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds and Parity Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds and Parity Bonds. The right of any Owner of any Bond and Parity Bond to receive payment of the principal of and interest and premium (if any) on such Bond and Parity Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Page 525 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 4869-0630-5690v3/024036-0097 Section 8.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a r eceiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond or Parity Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in this Indenture or any Supplemental Indenture, then the Owner of such Bond or Parity Bond shall cease to be entitled to the pledge of Net Special Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond or Parity Bo nd under this Indenture and any Supplemental Indenture relating to such Parity Bond shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds and Parity Bonds pursuant to this Section, the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District’s general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the principal of, premium, if any, and interest due on such Bonds and Parity Bonds. Any Outstanding Bond or Parity Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond or Parity Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; or (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Defeasance Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and Page 526 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 4869-0630-5690v3/024036-0097 any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under (c) above, there shall be provided to the District and the Bond Insurer a verification report from an independent nationally recognized certified public accountant, stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, an escrow agreement with respect to the deposits under (b) and (c) above (which shall be acceptable in form and substance to the Bond Insurer, so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. The Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Upon a defeasance, the Trustee, upon request of the District, shall release the rights of the Owners of such Bonds and Parity Bonds which have been defeased under this Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the District, send a notice to the Bondowners whose Bonds or Parity Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. This Indenture shall not be discharged until Policy Costs due to the Bond Insurer (to the extent the responsibility of the District as a result of the District’s failure to pay principal of, or interest on the Bonds when due) shall have been paid in full. The District’s obligation to pay such amounts shall expressly survive payment in full of the payments of principal of and interest on the Bonds. Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness. The District may at any time after the issuance and delivery of the Bonds hereunder issue Parity Bonds payable from the Net Special Taxes and other amounts deposited in the Special Tax Fund and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued hereunder or under any Supplemental Indenture; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or Parity Bonds then Outstanding subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however, that Parity Bonds may be issued notwithstanding that Page 527 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 4869-0630-5690v3/024036-0097 the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (1) the purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited; (2) the authorized principal amount of such Parity Bonds; (3) the date and the maturity date or dates of such Parity Bonds; provided that (i) each maturity date shall fall on a September 1, (ii) all such Parity Bonds of like maturity shall be identical in all respects, except as to number, and (iii) fixed serial maturities or Sinking Fund Payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (4) the description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (5) the denominations and method of numbering of such Parity Bonds; (6) the amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds; (7) the amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account to increase the amount therein to the Reserve Requirement or to the CFD No. 08-I Reserve Account to increase the amount therein to the Proportionate Share, provided that if the interest on such Parity Bonds is intended by the District to be excluded from the gross inc ome of the recipients thereof for federal income tax purposes, such amount shall not exceed the maximum amount of proceeds that, in the opinion of Bond Counsel, can be so deposited without causing the interest on such Parity Bonds to be included in the gross income of the recipients thereof for federal income tax; (8) the form of such Parity Bonds; and (9) such other provisions as are necessary or appropriate and not inconsistent with this Indenture. (c) The District shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds by the Trustee (unless the Trustee shall accept any of such documents bearing a prior date): (1) a certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (2) a written request of the District as to the delivery of such Parity Bonds; Page 528 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 4869-0630-5690v3/024036-0097 (3) an opinion of Bond Counsel to the District to the effect that (i) the District has the right and power under the Act to adopt the Supplemental Indenture relating to such Parity Bonds, and the Supplemental Indenture has been duly and lawfully adopted by the District, is in full force and effect and is valid and binding upon the District and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights); (ii) the Indenture creates the valid pledge which it purports to create of the Net Special Taxes an d other amounts as provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (iii) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights) and the terms of the Indenture and all Supplemental Indentures thereto and are entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and the Indenture and all such Supplemental Indentures; (4) a certificate of the District containing such statements as may be reasonably necessary to show compliance with the requirements of this Indenture; (5) a certificate of an Independent Financial Consultant certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less than the Annual Debt Service on the Bonds and Parity Bonds Outstanding prior to the issuance of such Parity Bonds; and (6) Such further documents, money and securities as are required by the provisions of this Indenture and the Supplemental Indenture providing for the issuance of Parity Bonds. (d) So long as any Bonds remain outstanding or any amounts are owed to the Bond Insurer by the District, without the prior written consent of the Bond Insurer, the District shall not issue any Parity Bonds that permits or requires the Owner to tender such Parity Bonds for purchase prior to the stated maturity thereof without the prior written consent of the Bond Insurer. ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds. All Bonds and Parity Bonds surrendered to the Trustee for payment upon maturity or for redemption shall be upon payment therefor, and any Bond or Parity Bond purchased by the District as authorized herein and delivered to the Trustee for such purpose shall be, cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds and Parity Bonds, as provided by law, and furnish to the District a certificate of such destruction. Section 10.2. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such Page 529 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 4869-0630-5690v3/024036-0097 attorney, and of the ownership of Bonds or Parity Bonds shall be sufficient for the p urposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be prove d by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall also constitute sufficient proof of his authority. (b) As to any Bond or Parity Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond or Parity Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond or Parity Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond or Parity Bond shall bind every future Owner of the same Bond or Parity Bond in respect of anything done or suffered to be done by the Trustee or the District in pursuance of such request or consent. Section 10.3. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds and Parity Bonds which remain unclaimed for two years after th e date when such Outstanding Bonds or Parity Bonds have become due and payable, if such money was held by the Trustee in trust at such date, or for two years after the date of deposit of such money if deposited with the Trustee in trust after the date when such Outstanding Bonds or Parity Bonds become due and payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners sha ll look only to the District for the payment of such Outstanding Bonds or Parity Bonds; provided, however, that, before being required to make any such payment to the District, the Trustee at the written request of the District or the Authority Trustee shall, at the expense of the District, cause to be mailed by first-class mail, postage prepaid, to the registered Owners of such Outstanding Bonds or Parity Bonds at their addresses as they appear on the registration books of the Trustee a notice that said mo ney remains unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District. Section 10.4. Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners shall be restored Page 530 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 4869-0630-5690v3/024036-0097 to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the m anner provided in this Indenture, but to no greater extent and in no other manner. Section 10.5. Insurer Rights. The Bond Insurer shall be deemed to be the sole holder of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or dir ection or taking any other action that the Bondowners are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and each Bond, the Trustee and each Bond Owner of a Bond appoint the Bond Insurer as their agent and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of any proceeding by or against the District under the United States Ban kruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any c laim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Bonds) and each Owner of a Bond delegate and assign to the Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of a Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Remedies granted to the Owners of the Bonds shall expressly include mandamus. The Bond Insurer is hereby deemed a third party beneficiary to this Indenture. Section 10.6. Reimbursement of Insurer Fees. The District shall pay or reimburse the Bond Insurer from Special Taxes any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security under this Indenture or the Authority Indenture; (ii) the pursuit of any remedies under this Indenture or the Authority Indenture or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Indenture or the Authority Indenture whether or not executed or completed, or (iv) any litigation or other dispute in connection with this Indenture or the Authority Indenture or the transactions contemplated hereby or thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligations u nder the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture or the Authority Indenture. Section 10.7. Provision of Information to Bond Insurer. The Bond Insurer shall be provided with the following information by the District or the Trustee, as the case may be: (a) On request by the Bond Insurer, the District will provide a certificate that the District is not aware of any Event of Default under this Indenture and will provide such information, data or reports as the Bond Insurer shall reasonably request from time to time; (b) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; Page 531 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 4869-0630-5690v3/024036-0097 (c) Notice of any default known to the Trustee or the District within five Business Days after knowledge thereof; (d) Prior notice of the redemption of any of the Bonds, including the principal amount and maturities thereof; (e) Notice of the commencement of any Insolvency Proceeding by or against the Authority or the District; (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (g) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to this Indenture; (h) All reports, notices and correspondence to be delivered to Bond Owners under the terms hereof; and In addition, the Bond Insurer shall have the right to receive such additional information as it may reasonably request. Section 10.8. Discussion of and Access to Information. The District shall permit the Bond Insurer to discuss the affairs, finances and accounts of the District or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the District on any Business Day upon reasonable prior notice. Section 10.9. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Special Taxes which is subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Net Special Taxes and other amounts pledged hereunder. Section 10.10. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds or any Parity Bonds the rights and benefits provided in this Indenture. Section 10.11. Entire Agreement; Severability. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transacti on and supersedes all prior agreements and understandings, oral or written. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this In denture, the Bonds and any Parity Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Page 532 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 4869-0630-5690v3/024036-0097 Section 10.12. Notices. Any notices required to be given to the Di strict with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, or personally delivered to the City Manager of the City, 276 Fourth Avenue, Chula Vista, CA 91910, and all notices to the Trustee shall be sent via courier or fax or electronic transmission or mailed, first class, postage prepaid, or personally delivered to the Trustee, Wilmington Trust, National Association, 650 Town Center Drive, Suite 800, Costa Mesa, CA, Attention Corporate Trust Services. Any such notices or other communications furnished by electronic transmission shall be in the form of attachments in PDF format. Any notices required to be given to the Bond Insurer with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, personally delivered or sent via facsimile or electronic (email) transmission (with a portable document format or similar attachment) to __________, __________, Attention: ____________, Re: Policy No. __________; ______. In each case in which notice or other communication to the Bond Insurer refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” Page 533 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4869-0630-5690v3/024036-0097 IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) has caused this Bond Indenture to be signed by its City Manager and City Clerk, and WILMINGTON TRUST, NATIONAL ASSOCIATION in token of its acceptance of the duties of the Trustee created hereunder, has caused this Bond Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) By: City Manager of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) ATTEST: City Clerk of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) [SIGNATURES CONTINUED ON NEXT PAGE.] Page 534 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-2 4869-0630-5690v3/024036-0097 [SIGNATURE PAGE CONTINUED.] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Page 535 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4869-0630-5690v3/024036-0097 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND No. __ $[PRINCIPAL AMOUNT] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) 2024 SPECIAL TAX REFUNDING BONDS INTEREST RATE: MATURITY DATE: DATED DATE: _________% September 1, 20__ __________ 1, 2024 REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under that certain Indenture of Trust dated as of March 1, 2024 by and between the Chula Vista Municipal Financing Authority and Wilmington Trust, National Association PRINCIPAL AMOUNT: __________________________________ AND NO/100 DOLLARS CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) (the “District”) situated in the County of San Diego, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered as signs, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless (i) the date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date (as hereinafter defined) bu t prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the foregoing, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semia nnually on March 1 and September 1 and the final maturity date of the Bonds (each an “Interest Payment Date”), commencing September 1, 2024 at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for Page 536 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4869-0630-5690v3/024036-0097 payment. Except as otherwise provided in the Indenture, the principal of and premium, if any, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of the Trustee, initially Wilmington Trust, National Association (the “Trustee”). Interest on this Bond shall be paid by check of the Trustee mailed, by first class mail, postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States of America, to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Registered Owner’s address as it appears on the registration books maintained by the Trustee. This Bond is one of a duly authorized issue of “City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds” (the “Bonds”) issued in the aggregate principal amount of $__________ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of refinancing outstanding special tax bonds of the District and paying certain costs related to the issuance of the Bonds. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “Legislative Body”), on February 20, 2024, and a Bond Indenture, dated as of March 1, 2024, by and between the District and the Trustee, executed in connection therewith (the “Indenture”), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assents to said terms and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Pursuant to the Act and the Indenture, the principal of, premium, if any, and interest on this Bond are payable solely from the portion (the “Net Spec ial Taxes”) of the annual special taxes authorized under the Act to be levied and collected within the District (the “Special Taxes”) and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. Any amounts for the payment hereof shall be limited to the Net Special Taxes pledged and collected, which include foreclosure proceeds received following a default in payment of the Special Taxes and other amounts deposited to the Special Tax Fund established under the Indenture, e xcept to the extent that other provision for payment has been made by the Legislative Body, as may be permitted by law. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Page 537 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4869-0630-5690v3/024036-0097 Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 45 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bo nds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney dul y authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of (i) any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or (ii) any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF CHULA VISTA OR OF THE DISTRICT FOR WHICH THE CITY OF CHULA VISTA OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY OF CHULA VISTA, THE STATE OF CALIFORNIA OR ANY OF Page 538 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 4869-0630-5690v3/024036-0097 ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) has caused this Bond to be dated __________, 2024, to be signed on behalf of the District by the Mayor by his facsimile signature and attested by the facsimile signature of the City Clerk. Mayor of the City of Chula Vista ATTEST: City Clerk of the City of Chula Vista [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: __________, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Page 539 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 4869-0630-5690v3/024036-0097 City Clerk of the City of Chula Vista [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. NOTE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Page 540 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 4873-8683-0491v3/024036-0097 BOND INDENTURE Between CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $__________ CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) 2024 SPECIAL TAX REFUNDING BONDS Dated as of March 1, 2024 Page 541 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents Page i 4873-8683-0491v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions ..................................................................................................................... 2 ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds ............................ 9 Section 2.2. Type and Nature of Bonds and Parity Bonds ................................................................ 9 Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes ........................ 9 Section 2.4. Description of Bonds; Interest Rates .......................................................................... 10 Section 2.5. Place and Form of Payment ........................................................................................ 11 Section 2.6. Form of Bonds and Parity Bonds ................................................................................ 12 Section 2.7. Execution and Authentication ..................................................................................... 12 Section 2.8. Bond Register .............................................................................................................. 12 Section 2.9. Registration of Exchange or Transfer ......................................................................... 13 Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 13 Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 14 ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 14 Section 3.2. Deposits to and Disbursements from Special Tax Fund ............................................. 14 Section 3.3. Administrative Expense Fund ..................................................................................... 15 Section 3.4. Interest Account and Principal Account of the Special Tax Fund .............................. 16 Section 3.5. Reserve Account of the Special Tax Fund .................................................................. 16 Section 3.6. Redemption Account of the Special Tax Fund ........................................................... 17 Section 3.7. Surplus Fund ............................................................................................................... 18 Section 3.8. Investments ................................................................................................................. 19 ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds ................................................................................................. 20 Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 21 Section 4.3. Notice of Redemption ................................................................................................. 21 Section 4.4. Partial Redemption of Bonds or Parity Bonds ............................................................ 22 Section 4.5. Effect of Notice and Availability of Redemption Money ........................................... 22 ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty ..................................................................................................................... 23 Section 5.2. Covenants .................................................................................................................... 23 Page 542 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page ii 4873-8683-0491v3/024036-0097 ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 27 Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 28 Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds .......................................................................................................................... 29 ARTICLE VII TRUSTEE Section 7.1. Trustee ......................................................................................................................... 29 Section 7.2. Removal of Trustee ..................................................................................................... 30 Section 7.3. Resignation of Trustee ................................................................................................ 30 Section 7.4. Liability of Trustee ..................................................................................................... 30 Section 7.5. Merger or Consolidation ............................................................................................. 33 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default ........................................................................................................ 33 Section 8.2. Remedies of Owners ................................................................................................... 34 Section 8.3. Application of Revenues and Other Funds After Default ........................................... 35 Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35 Section 8.5. Appointment of Receivers .......................................................................................... 36 Section 8.6. Non-Waiver ................................................................................................................. 36 Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36 Section 8.8. Termination of Proceedings ........................................................................................ 37 ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance .................................................................................................................. 37 Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness ................................................................................................................ 38 ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds .................................................................... 40 Section 10.2. Execution of Documents and Proof of Ownership ..................................................... 40 Section 10.3. Unclaimed Moneys ..................................................................................................... 41 Section 10.4. Provisions Constitute Contract.................................................................................... 41 Section 10.5. Insurer Rights .............................................................................................................. 42 Section 10.6. Reimbursement of Insurer Fees .................................................................................. 42 Section 10.7. Provision of Information to Bond Insurer ................................................................... 42 Section 10.8. Discussion of and Access to Information ................................................................... 43 Page 543 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Table of Contents (continued) Page iii 4873-8683-0491v3/024036-0097 Section 10.9. Future Contracts .......................................................................................................... 43 Section 10.10. Further Assurances ...................................................................................................... 43 Section 10.11. Entire Agreement; Severability ................................................................................... 43 Section 10.12. Notices ........................................................................................................................ 44 Signature Page ................................................................................................................................... S-1 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND ......................................... A-1 Page 544 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 4873-8683-0491v3/024036-0097 BOND INDENTURE THIS BOND INDENTURE dated as of March 1, 2024 (the “Indenture”), is made and entered into by the City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) and Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds and any Parity Bonds issued in accordance herewith from time to time. R E C I T A L S : WHEREAS, the City Council of the City of Chula Vista, located in San Diego County, California (hereinafter sometimes referred to as the “legislative body of the D istrict”), has heretofore undertaken proceedings to form City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) (the “District”) pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5, of the Government Code of the State of California (the “Act”); and WHEREAS, the District has previously issued its Prior Bonds (as defined herein) in connection with the issuance by the Chula Vista Municipal Financing Authority of its Special Tax Revenue Refunding Bonds, Series 2013 (the “Prior Authority Bonds”) to refinance certain public improvements; and WHEREAS, on February 20, 2024, the legislative body of the District adopted Resolution No. ___ (the “Resolution”) authorizing the issuance and sale of special tax bonds for the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds” (the “Bonds”); and WHEREAS, it is in the public interest and for the benefit of the District, the persons responsible for the payment of special taxes and the owners of the Bonds that the District enter into this Indenture to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the bonds, and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the Trustee and issued as provided in the Act, the Resolution and this Indenture, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Indenture and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged , the District does hereby covenant and agree, for the benefit of the Owners of the Bonds as follows: Page 545 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4873-8683-0491v3/024036-0097 ARTICLE I DEFINITIONS Section 1.1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: “Account” means any account created pursuant to this Indenture. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 et seq. of the California Government Code. “Additional Reserve Policy” means a letter of credit, insurance policy, surety bond or other such funding instrument other than the Reserve Policy which is approved by the Bond Insurer and delivered to the Authority Trustee for the purpose of providing a portion of any reserve requirement for Authority Bonds. “Administrative Expenses” means the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for Bonds or which are not otherwise paid as Costs of Issuance, any costs related to the District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Bonds, the District, and any other costs otherwise incurred by the City on behalf of the District in order to carry out the purposes of the District as set forth in the Resolution of Formation and any obligation of the District hereunder. Administrative Expenses shall also include the administrative costs with respect to the c ollection of Delinquency Proceeds. “Administrative Expense Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Administrative Expense Requirement” means $20,000. “Annual Debt Service” means the principal amount of any Outstanding Bonds or Parity Bonds payable in a Bond Year either at maturity or pursuant to a Sinking Fund Payment and any interest payable on any Outstanding Bonds or Parity Bonds in such Bond Year, if the Bonds and any Parity Bonds are retired as scheduled. “Authority” means the Chula Vista Municipal Financing Authority. “Authority Bonds” means any bonds outstanding under the Authority Indenture, which are secured in part by payments made on the Bonds and which may be secured in part by any Parity Bonds. “Authority Indenture” means that certain Indenture of Trust, dated as of March 1, 2024, by and between the Authority and the Authority Trustee, pursuant to which the Authority Bonds are issued. “Authority Trustee” means Wilmington Trust, National Association or any successor thereto appointed pursuant to the Authority Indenture. “Authorized Investments” means any of the following investments, if and to the extent the same are at the time legal for investment of the District’s funds (the Trustee is entitled to rely upon Page 546 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4873-8683-0491v3/024036-0097 investment direction from the District as a certification that such investment is an Authorized Investment): (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America (“U.S. Government Securities”). (2) Direct obligations* of the following federal agencies which are fully guaranteed by the full faith and credit of the United States of America: a. Export-Import Bank of the United States – Direct obligations and fully guaranteed certificates of beneficial interest b. Federal Housing Administration – debentures c. General Services Administration – participation certificates d. Government National Mortgage Association (“GNMAs”) – guaranteed mortgage-backed securities and guaranteed participation certificates e. Small Business Administration – guaranteed participation certificates and guaranteed pool certificates f. U.S. Department of Housing & Urban Development – local authority bonds g. U.S. Maritime Administration – guaranteed Title XI financings h. Washington Metropolitan Area Transit Authority – guaranteed transit bonds (3) Direct obligations* of the following federal agencies which are not fully guaranteed by the faith and credit of the United States of America: a. Federal National Mortgage Association (“FNMAs”) – senior debt obligations rated Aaa by Moody’s Investors Service (“Moody’s”) and AAA by Standard & Poor’s Ratings Services (“S&P”) b. Federal Home Loan Mortgage Corporation (“FHLMCs”) – participation certificates and senior debt obligations rated Aaa by Moody’s and AAA by S&P c. Federal Home Loan Banks – consolidated debt obligations d. Student Loan Marketing Association – debt obligations e. Resolution Funding Corporation – debt obligations (4) Direct, general obligations of any state of the United States of America or any subdivision or agency thereof whose uninsured and unguaranteed general obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A or better by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose uninsured and unguaranteed * The following are explicitly excluded from the securities enumerated in 2 and 3: (i) All derivative obligations, including without limitation inverse floaters, residuals, interest-only, principal-only and range notes; (ii) Obligations that have a possibility of returning a zero or negative yield if held to maturity; (iii) Obligations that do not have a fixed par value or those whose terms do not promise a fixed dollar amount at maturity or call date; and (iv) Collateralized Mortgage-Backed Obligations (“CMOs”). Page 547 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4873-8683-0491v3/024036-0097 general obligation debt is rated, at the time of purchase, A2 or better by Moody’s a nd A or better by S&P. (5) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, P-1 by Moody’s and A-1 or better by S&P. (6) Certificates of deposit, savings accounts, deposit accounts or money market deposits in amounts that are continuously and insured by the Federal Deposit Insurance Corporation (“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund, and including funds for which the Trustee or its affiliates provide investment advisory or other management services. (7) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each case having maturities of not more than 365 days following the date of purchase) of any domestic commercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not considering holding company ratings). (8) Investments in money-market funds rated AAAm or AAAm-G by S&P, including funds for which the Trustee and its affiliates provide investment advisory or other management services. (9) Any other investment which the City is permitted by law to make, including without limitation investment in the Local Agency Investment Fund of the State of California (LAIF), provided that any investment of the type authorized pursuant to paragraphs (d), (f), (h) and (i) of Section 53601 of the California Government Code are additionally restricted as provided in the appropriate paragraph or paragraphs above applicable to such type of investment and provided further that investments authorized pursuant to paragraphs (k) and (m) of Section 53601 are not permitted. “Authorized Representative of the City” means the Mayor, the City Manager, the Assistant City Manager, the Finance Director or any other Person designated by the City Manager or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Representative of the City. “Bond Counsel” means any attorney at law or firm of attorneys selected by the City, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admit ted to practice law before the highest court of any state of the United States of America. “Bond Insurer” means any municipal bond insurance company providing bond insurance under the Authority Indenture. “Bond Register” means the books which the Trustee shall keep or cause to be kept on which the registration and transfer of the Bonds and any Parity Bonds shall be recorded. “Bond Year” means the twelve month period commencing on September 1 of each year and ending on September 1 of the following year, except that the first Bond Year for the Bonds or an issue of Parity Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date. Page 548 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4873-8683-0491v3/024036-0097 “Bondowner” or “Owner” means the person or persons in whose n ame or names any Bond or Parity Bond is registered. “Bonds” means the $__________ City of Chula Vista Community Facilities District No. 2001- 2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange, the Federal Reserve System, or banks or trust companies in New York, New York, Wilmington, Delaware or Los Angeles, California, or where the trust office of the Trustee is located, are not required or authorized by law, regulation or executive order to remain closed. “Certificate of an Authorized Representative” means a written certificate or warrant request executed by an Authorized Representative of the City. “CFD No. 2001-2 Reserve Account” means the account by that name established by the Authority Indenture. “City” means the City of Chula Vista, County of San Diego, California. “City Council” means the City Council of the City. “Code” means the Internal Revenue Code of 1986, as amended, and any Regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. “Costs of Issuance” shall have the meaning set forth in the Authority Indenture. “Defeasance Securities” means any of the following: (a) non-callable direct obligations of the United States of America (“Treasuries”), (b) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not a vailable to any person claiming through the custodian or to whom the custodian may be obligated, (c) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), pre-refunded municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively, and (d) subject to the prior written consent of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), securities eligible for “AAA” defeasance under then existing criteria of S&P. “Delinquency Proceeds” means the amounts collected from the redemption of delinquent Special Taxes and from the sale of property sold as a result of the foreclosure of the lien of the Special Tax resulting from the delinquency in the payment of Special Taxes due and payable on such property after the payment of all costs related to such foreclosure actions. “Delivery Date” means, with respect to the Bonds and each issue of Parity Bonds, the date on which the bonds of such issue were issued and delivered to the initial purchasers thereof. “Developed Property” has the meaning ascribed to it in the Rate and Method of Apportionment. Page 549 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4873-8683-0491v3/024036-0097 “District” means the City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) established pursuant to the Act and the Resolution of Formation. “Escrow Agent” means Wilmington Trust, National Association, acting as escrow agent pursuant to the Escrow Agreement. “Escrow Agreement” means that Escrow Agreement, dated as of March 1, 2024, between the Chula Vista Municipal Financing Authority and the Escrow Agent relating to the defeasance and refunding of the Prior Authority Bonds. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next following June 30. “Gross Special Taxes” means the amount of all Special Taxes received by the District, together with the proceeds collected from the sale of property pursuant to the foreclosure provisions of this Indenture for the delinquency of such Special Taxes remaining after the payment of all costs related to such foreclosure actions. “Independent Financial Consultant” means a financial consultant or firm of such consultants generally recognized to be well qualifi ed in the financial consulting field, appointed and paid by the District, who, or each of whom: (1) is in fact independent and not under the domination of the District or the City; (2) does not have any substantial interest, direct or indirect, in the Dist rict or the City; and (3) is not connected with the District or the City as a member, officer or employee of the District or the City, but who may be regularly retained to make annual or other reports to the District or the City. “Indenture” means this Bond Indenture, together with any Supplemental Indenture approved pursuant to Article 6 hereof. “Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Authority Bonds when due. “Interest Payment Date” means each March 1 and September 1, commencing September 1, 2024, and the final maturity date of the Bonds; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date, and in the case of the final Interest Payment Date to and including such date, will be paid on the Business Day next preceding such date. “Maximum Special Tax” has the meaning ascribed to it in the Rate and Method of Apportionment. “Moody’s” means Moody’s Investors Service, its successors and assigns. “Net Special Taxes” means Gross Special Taxes minus amounts set aside to pay Administrative Expenses. Page 550 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4873-8683-0491v3/024036-0097 “Ordinance” means and ordinance of the City levying the Special Taxes, including Ordinance No. 2870 adopted by the legislative body of the District on September 10, 2002. “Outstanding” or “Outstanding Bonds and Parity Bonds” means all Bonds and Parity Bonds theretofore issued by the District, except: (1) Bonds and Parity Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 10.1 hereof; (2) Bonds and Parity Bonds for payment or redemption of which moneys shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such Bonds or Parity Bonds), provided that, if such Bonds or Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Indenture or any applicable Supplemental Indenture for Parity Bonds; and (3) Bonds and Parity Bonds which have been surrendered to the Trustee for transfer or exchange pursuant to Section 2.9 hereof or for which a replacement has been issued pursuant to Section 2.10 hereof. “Parity Bonds” mean bonds or other securities issued by the District and secured by a lien on the Net Special Taxes which is on parity with the lien thereon securing the Bonds. “Person” means natural persons, firms, corporations, partnerships, associations, trusts, public bodies and other entities. “Policy Costs” means repayment of all amounts due under the Reserve Policy and all amounts due with respect to any Additional Reserve Policy resulting from a failure by the District to pay the principal of and interest on the Bonds when due. “Prepayments” means any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in the District made in accordance with the Rate and Method of Apportionment. “Principal Office of the Trustee” means the principal corporate trust office of the Trustee in Costa Mesa, California, provided that for purposes of payment, redemption, exchange, transfer, surrender and cancellation of Bonds and Parity Bonds, such term means the principal corporate trust office of the Trustee in Costa Mesa, California, or such other office as the Trustee may from time to time designate in writing to the District and the Owners. “Prior Authority Bonds” means the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. “Prior Bonds” means the District’s Special Tax Refunding Bonds, Series 2013, currently outstanding in the aggregate principal amount of $4,625,000. “Proportionate Share” means, as of the date of calculation, the portion of the reserve requirement required under the Authority Indenture to be on deposit in the CFD No. 2001-2 Reserve Account of the Reserve Fund, including any proportionate share of any Policy Costs. Page 551 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4873-8683-0491v3/024036-0097 “Rate and Method of Apportionment” means that certain Rate and Method of Apportionment of Special Tax approved pursuant to the Resolution of Formation, as may be amended in accordance with the Act and this Indenture. “Rating Agency” means Moody’s and Standard & Poor’s, or both, as the context requires. “Record Date” means the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day. “Regulations” means the regulations adopted or proposed by the Department of Treasury from time to time with respect to obligations issued pursuant to Section 103 of the Code. “Reserve Account” means the account by that name established pursuant to Section 3.1 hereof. “Reserve Fund” means the fund by that name established by the Authority Indenture. “Reserve Policy” means the municipal bond debt service reserve insurance policy issued by the Bond Insurer on the date of issuance of the Bonds representing the reserve requirement established under the Authority Indenture. “Reserve Requirement” means zero with respect to the Bonds and with respect to any Parity Bonds the amount established by the District on the Delivery Date of such Parity Bonds. “Resolution of Formation” means Resolution No. 2002-312 adopted by the legislative body of the District on August 13, 2002, pursuant to which the City formed the District. “Sinking Fund Payment” means the annual payment to be deposited in the Redemption Account to redeem a portion of the Term Bonds in accordance with any annual sinking fund payment schedule to retire any Bonds or Parity Bonds which are designated as Term Bonds. “Special Tax Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Special Taxes” means the taxes authorized to be levied by the District on property within the District in accordance with the Ordinance, the Resolution of Formation, the Act and the voter approval obtained at the August 13, 2002 election in the District. “Standard & Poor’s” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns. “Supplemental Indenture” means any supplemental indenture amending or supplementing this Indenture. “Surplus Fund” means the fund by that name created and established pursuant to Section 3.1 hereof. “Taxable Property” has the meaning ascribed to it in the Rate and Method of Apportionment. “Term Bonds” means the Bonds maturing on September 1, 20__ and any Parity Bonds for which Sinking Fund Payments are established in a Supplemental Indenture. Page 552 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 4873-8683-0491v3/024036-0097 “Trustee” means Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America, at its principal corporate trust office in Costa Mesa, California, and its successors or assigns, or any other bank, association or trust company which may at any time be substituted in its place as provided in Sections 7.2 or 7.3 and any successor thereto. ARTICLE II GENERAL AUTHORIZATION AND BOND TERMS Section 2.1. Amount, Issuance, Purpose and Nature of Bonds and Parity Bonds. Under and pursuant to the Act, the Bonds in the aggregate principal amount of $__________ shall be issued for the purposes of (a) refunding and defeasing the Prior Bonds and (b) funding the District’s share of the Costs of Issuance. Section 2.2. Type and Nature of Bonds and Parity Bonds. Neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof other than the District is pledged to the payment of the Bonds or any Parity Bonds. Except for the Net Special Taxes, no other taxes are pledged to the payment of the Bonds and Parity Bonds. The Bonds and any Parity Bonds are not general or special obligations of the City nor general obligations of the District, but are limited obligations of the District payable solely from certain amounts deposited by the District in the Special Tax Fund, as more fully described herein. The District’s limited obligation to pay the principal of, premium, if any, and interest on the Bonds and any Parity Bonds from amounts in the Special Tax Fund is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set-off whatsoever. No Owner of the Bonds or any Parity Bonds may compel the exercise of the taxing power by the District (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Bonds and any Parity Bonds and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Bonds and any Parity Bonds are not a legal or equitable pledge, charge, lien, or encumbrance upon any of the District’s property, or upon any of its income, receipts or revenues, except the Net Special Taxes and other amounts in the Special Tax Fund which are, under the terms of this Indenture and the Act, set aside for the payment of the Bonds and Parity Bonds and interest thereon and neither the members of the legislative body of the District or the City Council nor any persons executing the Bonds and Parity Bonds are liable personally on the Bonds and Parity Bonds by reason of their issuance. Notwithstanding anything to the contrary contained in this Indenture, the District shall not be required to advance any money derived from any source of income other than the Net Special Taxes for the payment of the interest on or the principal of or premium on the Bonds or any Parity Bonds, or for the performance of any covenants contained herein. The District may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose. Section 2.3. Equality of Bonds and Parity Bonds and Pledge of Net Special Taxes. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of and interest on the Bonds and any Parity Bonds in accordance with their terms, the provisions of this Indenture and the Act, the District hereby pledges to the Owners, and grants thereto a lien on and a Page 553 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 4873-8683-0491v3/024036-0097 security interest in, all of the Net Special Taxes and any other amounts held in the Special Tax Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act. Pursuant to the Act and this Indenture, the Bonds and any Parity Bonds shall be equally payable from the Net Special Taxes and other amounts in the Special Tax Fund, without priority for number, date of the Bonds or Parity Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the Bonds and any Parity Bonds and any premiums upon the redemption thereof, shall be exclusively paid from the Net Special Taxes and other amounts in the Special Tax Fund, which are hereby set aside for the payment of the Bonds and any Parity Bonds. Amounts in the Special Tax Fund shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the Bonds and any Parity Bonds and so long as any of the Bonds and any Parity Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by this Indenture or any Supplemental Indenture. Notwithstanding any provision contained in this Indenture to the contrary, Net Special Taxes deposited in the Surplus Fund shall no longer be considered to be pledged to the Bonds or any Parity Bonds, and none of the Surplus Fund, or the Administrative Expense Fund shall be construed as a trust fund held for the benefit of the Owners. Nothing in this Indenture or any Supplemental Indenture shall preclude; (a) subject to the limitations herein, the redemption prior to maturity of any Bonds or Parity Bonds subject to c all and redemption and payment of said Bonds or Parity Bonds from proceeds of refunding bonds issued under the Act as the same now exists or as hereafter amended, or under any other law of the State of California; or (b) the issuance, subject to the limitations contained herein, of Parity Bonds which shall be payable from Net Special Taxes. Section 2.4. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiple thereo f. The Bonds and any Parity Bonds of each issue shall be numbered as desired by the Trustee. The Bonds shall be designated “CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) 2024 SPECIAL TAX REFUNDING BONDS.” The Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on September 1, 2024 and each Interest Payment Date thereafter: Page 554 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 4873-8683-0491v3/024036-0097 Maturity Date (September 1) Principal Amount Interest Rate $ % *Term Bond Interest shall be payable on each Bond and Parity Bond from the date established in accordance with Section 2.5 below on each Interest Payment Date thereafter until the principal sum of that Bond or Parity Bond has been paid; provided, however, that if at the maturity date of any Bond funds are available for the payment or redemption thereof in full, in accordance with the terms of this Indenture, such Bonds and Parity Bonds shall then cease to bear interest. Interest due on the Bonds and Parity Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Section 2.5. Place and Form of Payment. The Bonds and Parity Bonds shall be payable both as to principal and interest, and as to any premiums upon the redemption thereof, in lawful money of the United States of America. The principal of the Bonds and Parity Bonds and any premiums due upon the redemption thereof shall be payable upon presentation and surrender thereof at the Principal Office of the Trustee, or at the designated office of any successor Trustee; provided that so long as the Authority or the Authority Trustee on its behalf is the registered owner of all the Bonds, such presentment is not required. Interest on any Bond shall be payable from the Interest Payment Date next preceding the date of authentication of that Bond, unless (i) such date of authentication is an Interest Payment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such Bond or Parity Bond, in which event interest shall be payable from the dated date of such Bond or Parity Bond; provided, however, that if at the time of authentication of such Bond or Parity Bond, interest is in default, interest on that Bond or Parity Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on that Bond or Parity Bond, interest on that Bond or Parity Bond shall be payable from its dated date. Interest on any Bond or Parity Bond shall be paid to the person whose name shall appear in the Bond Register as the Owner of such Bond or Parity Bond as of the close of business on the Record Date. Such interest shall be paid by check of the Trustee mailed on the applicable Interest Payment Date by first class mail, Page 555 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 4873-8683-0491v3/024036-0097 postage prepaid, to such Bondowner at his or her address as it appears on the Bond Register. In addition, upon a request in writing received by the Trustee on or before the applicable Record Date from an Owner of $1,000,000 or more in principal amount of the Bonds, payment shall be made on the Interest Payment Date by wire transfer in immediately available funds to an account designated by such Owner. Section 2.6. Form of Bonds and Parity Bonds. The definitive Bonds shall be typewritten. The Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such Bonds and any Parity Bonds and of the certificate of authentication. Notwithstanding any provision in this Indenture to the contrary, the District may, in its sole discretion, elect to issue the Bonds and any Parity Bonds in book entry form. Until definitive Bonds or Parity Bonds shall be prepared, the District may cause to be executed and delivered in lieu of such definitive Bonds or Parity Bonds t emporary bonds in typed, printed, lithographed or engraved form and in fully registered form, subject to the same provisions, limitations and conditions as are applicable in the case of definitive Bonds or Parity Bonds, except that they may be in any denominations authorized by the District. Until exchanged for definitive Bonds or Parity Bonds, any temporary bond shall be entitled and subject to the same benefits and provisions of this Indenture as definitive Bonds and Parity Bonds. If the District issues temporary Bonds, it shall execute and furnish definitive Bonds or Parity Bonds, as applicable, without unnecessary delay and thereupon any temporary Bond or Parity Bond may be surrendered to the Trustee at its office, without expense to the Owner, in exchange for a definitive Bond or Parity Bond of the same issue, maturity, interest rate and principal amount in any authorized denomination. All temporary Bonds and Parity Bonds so surrendered shall be cancelled by the Trustee and shall not be reissued. Section 2.7. Execution and Authentication. The Bonds and Parity Bonds shall be signed on behalf of the District by the manual or facsimile signature of the Mayor of the City and by the manual or facsimile signature of the City Clerk, or any duly appointed deputy clerk, in their capacity as officers of the District. In case any one or more of the officers who shall have signed or sealed any of the Bonds or Parity Bonds shall cease to be such officer before the Bonds or Parity Bonds so signed and sealed have been authenticated and delivered by the Trustee (including new Bonds or Parity Bonds delivered pursuant to the provisions hereof with reference to the transfer and exchange of Bonds or Parity Bonds or to lost, stolen, destroyed or mutilated Bonds), such Bonds or Parity B onds shall nevertheless be valid and may be authenticated and delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Only the Bonds or Parity Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A attached hereto shall be entitled to any right or benefit under this Indenture, and no Bond or Parity Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee. Section 2.8. Bond Register. The Trustee will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Bonds and any Parity Bonds which shall upon reasonable prior notice be open to inspection by the District during all regular business hours, and, subject to the limitations set forth in Section 2.9 below, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, with reasonable notice, register or transfer or cause to be transferred on said Bond Register, Bonds and any Parity Bonds as herein provided. Page 556 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 4873-8683-0491v3/024036-0097 The District and the Trustee may treat the Owner of any Bond or Parity Bond whose name appears on the Bond Register as the absolute Owner of that Bond or Parity Bond for any and all purposes, and the District and the Trustee shall not be affected by any notice to the contrary. The District and the Trustee may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes. It shall be the duty of the Bondowner to give written notice to the Trustee of any change in the Bondowner’s address so that the Bond Register may be revised accordingly. Section 2.9. Registration of Exchange or Transfer. Subject to the limitations set forth in the following paragraph, the registration of any Bond or Parity Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond or Parity Bond for cancellation at the office of the Trustee, accompanied by delivery of written instrument of transfer in a form acceptable to the Trustee and duly executed by the Bondowner or his or her duly authorized attorne y. Bonds or Parity Bonds may be exchanged at the office of the Trustee for a like aggregate principal amount of Bonds or Parity Bonds for other authorized denominations of the same maturity and issue. The Trustee shall not collect from the Owner any charge for any new Bond or Parity Bond issued upon any exchange or transfer, but shall require the Bondowner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the District. Whenever any Bonds or Parity Bonds shall be surrendered for registration of transfer or exchange, the District shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds or a new Parity Bond or Parity Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee shall not be required to register transfers or make exchanges of (i) Bonds or Parity Bonds for a period of 15 days next preceding any selection of the Bonds or Parity Bonds to be redeemed, or (ii) any Bonds or Parity Bonds chosen for redemption. Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds. If any Bond or Parity Bond shall become mutilated, the District shall execute, and the Trustee shall authenticate and deliver, a new Bond or Parity Bond of like tenor, date, issue and maturity in exchange and substitution for the Bond or Parity Bond so mutilated, but only upon surrender to the Trustee of the Bond or Parity Bond so mutilated. Every mutilated Bond or Parity Bond so surrendered to the Trustee shall be cancelled by the Trustee pursuant to Section 10.1 hereof. If any Bond or Parity Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the Trustee and, if any indemnity satisfactory to the Trustee shall be given, the District shall execute and the Trustee shall authenticate and deliver, a new Bond or Parity Bond, as applicable, of like tenor, maturity and issue, numbered and dated as the Trustee shall determine in lieu of and in substitution for the Bond or Parity Bond so lost, destroyed or stolen. Any Bond or Parity Bond issued in lieu of any Bond or Parity Bond alleged to be mutilated, lost, destroyed or stolen, shall be equally and proportionately entitled to the benefits hereof with all other Bonds or Parity Bonds issued hereunder. The Trustee shall not treat both the original Bond or Parity Bond and any replacement Bond or Parity Bond as being Outstanding for the purpose of determining the principal amount of Bonds or Parity Bonds which may be executed , authenticated and delivered hereunder or for the purpose of determining any percentage of Bonds or Parity Bonds Outstanding hereunder, but both the original and replacement Bond or Parity Bond shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a new Bond or Parity Bond which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Bonds or Parity Bonds Page 557 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 4873-8683-0491v3/024036-0097 Section 2.11. Validity of Bonds and Parity Bonds. The validity of the authorization and issuance of the Bonds and any Parity Bonds shall not be affected in any way by any defect in any proceedings taken by the District for the refunding of the Prior Bonds, and the recital contained in the Bonds or any Parity Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance. ARTICLE III CREATION OF FUNDS AND APPLICATION OF PROCEEDS Section 3.1. Creation of Funds; Application of Proceeds. (a) There is hereby created and established and shall be maintained by the Trustee the following funds and accounts: (1) The Community Facilities District No. 2001-2 Special Tax Fund (the “Special Tax Fund”) (in which there shall be established and created an Interest Account, a Principal Account, a Reserve Account and a Redemption Account); (2) The Community Facilities District No. 2001-2 Administrative Expense Fund (the “Administrative Expense Fund”); and (3) The Community Facilities District No. 2001-2 Surplus Fund (the “Surplus Fund”). The amounts on deposit in the foregoing funds and accounts shall be held by the Trustee on behalf of the District and shall be invested and disbursed in accordance with the provisions of this Article 3. The investment earnings thereon shall be disbursed in accordance with the provisions of Section 3.8 hereof. (b) Proceeds from the sale of the Bonds in the amount of $__________ (which amount is net of $__________ paid or retained by the Authority Trustee to pa y the District’s share of the Costs of Issuance (as defined in the Authority Indenture) (including underwriter’s discount) and net of $__________retained by the Authority Trustee as the cash-funded portion of the District’s Proportionate Share of the Reserve Fund), shall be received by the Trustee and deposited and transferred as follows: (1) $__________ shall be transferred to the Escrow Agent for deposit in the escrow fund created under the Escrow Agreement; and (c) The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers. Section 3.2. Deposits to and Disbursements from Special Tax Fund. (a) The Trustee shall deposit Gross Special Taxes identified as Delinquency Proceeds and transferred to the Trustee by the District as follows: (1) the amount specified by the District as representing past due interest on the Bonds and Parity Bonds shall be deposited to the Interest Account of the Special Tax Fund; and Page 558 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 4873-8683-0491v3/024036-0097 (2) the amount specified by the District as representing past due pr incipal of the Bonds and Parity Bonds shall be deposited to the Principal Account of the Special Tax Fund. (b) Except for the portion of any Prepayment to be deposited to the Redemption Account, the District shall, as soon as practicable transfer the Special Taxes received by the District to the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. The Trustee shall transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the following Sections, in the following order of priority, to: (1) the Administrative Expense Fund an amount equal to the Administrative Expense Requirement or, if the Trustee receives written direction from the District to transfer a lesser amount, then such lesser amount, provided that not more than one-half of the Administrative Expense Requirement shall be so transferred in any Fiscal Year prior to the date on which the balance on deposit in the Interest Account of the Special Tax Fund is at least equa l to the interest payable on the Bonds on March 1; (2) the Interest Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the interest on the Bonds and any Parity Bonds payable on the next succeeding Interest Payment Date; (3) the Principal Account of the Special Tax Fund the amount necessary to cause the balance on deposit therein to be equal to the principal amount of the Bonds and any Parity Bonds and/or the Sinking Fund Payment payable on the next succeeding September 1; provided that not more than one-half of the principal amount and/or the Sinking Fund Payment payable on the next succeeding September 1 shall be deposited in the Principal Account prior to March 1 until (i) the balance on deposit in the Administrative Expense Fund equals the Administrative Expense Requirement, or such lesser amount directed by the District in writing to the Trustee, and (ii) the balance on deposit in the Interest Account equals the interest payable on the Bonds and any Parity Bonds through September 1; (4) the Reserve Account the amounts necessary to fund and pay the amounts as set forth in Section 3.5 hereof; (5) the Redemption Account of the Special Tax Fund; and (6) the Surplus Fund. At least ten (10) Business Days prior to each Interest Payment Date, the Trustee shall notify the District in writing the amount of Special Taxes required to pay the principal of and interest on the Bonds and any Parity Bonds on the next succeeding Interest Payment Date and the amount necessary to cause the balance on deposit in the CFD No. 2001-2 Reserve Account to equal the District’s Proportionate Share and to cause the balance in the Reserve Account to equal the Reserve Requirement, if any. The Trustee shall notify the Authority Trustee at least five (5) Business Days prior to each Interest Payment Date if there is not on deposit with the Trustee, after making all of the transfers required hereunder, moneys sufficient to pay the principal of and interest on the Bonds and any Parity Bonds. Section 3.3. Administrative Expense Fund. The Trustee shall transfer from the first available Special Taxes in the Special Tax Fund to the Administrative Expense Fund an amount such Page 559 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 4873-8683-0491v3/024036-0097 that the total amounts so transferred in any Bond Year do not exceed the Administrative Expense Requirement. In the event Administrative Expenses exceed the Administrative Expense Requirement in any Bond Year, the total amount transferred in a Bond Year shall not exceed the Administrative Expense Requirement until such time as there has been deposited t o the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all Bonds and Parity Bonds due in such Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 2001-2 Reserve Account to the Proportionate Share. Notwithstanding the foregoing, at the direction of the District, amounts in excess of the Administrative Expense Requirement may be transferred to the Admi nistrative Expense Fund prior to the transfers to the Interest Account, the Principal Account and the Redemption Account pursuant to Sections 3.4 and 3.5 below to the extent necessary to collect delinquent Special Taxes. Following the required transfers pursuant to Sections 3.4 and 3.5 below of amounts sufficient to pay the interest and principal on all Bonds and Parity Bonds due in a Bond Year, to restore the Reserve Account to the Reserve Requirement and to restore the CFD No. 2001-2 Reserve Account to the Proportionate Share, an Authorized Representative of the City may direct the Trustee, in writing, to transfer additional amounts from the Special Tax Fund to the Administrative Expense Fund. Moneys in the Administrative Expense Fund may be held uninves ted or invested in any Authorized Investments. Section 3.4. Interest Account and Principal Account of the Special Tax Fund . The principal of and interest due on the Bonds and any Parity Bonds until maturity, other than principal due upon redemption, shall be paid by the Trustee from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds and any Parity Bonds will be made when due, after making the trans fer required by Section 3.3, at least five Business Days prior to each March 1 and September 1, the Trustee shall make the following transfers from the Special Tax Fund first to the Interest Account and then to the Principal Account; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, any Parity Bonds, or otherwise, the transfer from the Special Tax Fund need not be made. At least fifteen (15) days prior to an Interest Payment Date, the Trustee shall notify the Authority and the Authority Trustee if there are insufficient funds to provide for the payment of principal and interest due on the Bonds and any Parity Bonds on such Interest Payment Date. Section 3.5. Reserve Account of the Special Tax Fund. After making the deposits required by Section 3.4 above, the Trustee shall next transfer to the Reserve Account the amount, if any, necessary to (i) pay Policy Costs with respect to the Reserve Policy then due and payable, (ii) pay Policy Costs with respect to any Additional Reserve Policy then due and payable, and (iii) cause the amount in the Reserve Account, taking into account the amounts then on deposit in the Reserve Account, to be equal to the Reserve Requirement. Amounts deposited to the Reserve Account to pay any Policy Costs due under the Reserve Policy or under any Additional Reserve Policy held by the Authority Trustee shall be transferred by the Trustee to the Authority Trustee to be applied in accordance with the Authority Indenture, and amounts deposited to the Reserve Account to pay Policy Costs with respect to any other Additional Reserve Policy shall be disbursed by the Trustee to the provider of such Additional Reserve Policy or as otherwise agreed to by such provider. If subsequent to the issuance of the Bonds a Reserve Requirement is established by the District, thereafter there shall be maintained in the Reserve Account of the Special Tax Fund an amount equal to the Reserve Requirement to be applied as follows: Page 560 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 4873-8683-0491v3/024036-0097 (a) Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on any Parity Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor and for the purpose of making any required transfer to a rebate fund established in connection with the issuance of Parity Bonds upon written direction from the District. If the amounts in the Interest Account, the Principal Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any Parity Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to any rebate fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund or a rebate fund, as applicable, moneys necessary for such purposes. (b) Whenever moneys are withdrawn from the Reserve Account, after making the required transfers referred to in Section 3.4 above, the Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legal ly available funds which the District elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement; provided, however, that such amount so deposited shall be on a pro rata basis with any amounts necessary to pay Policy Costs. Moneys in the Special Tax Fund shall be deemed available for transfer to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits required to be made to the Interest Acco unt or the Principal Account of the Special Tax Fund in accordance with Section 3.4 above. If amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates. In connection with an optional redemption of Pa rity Bonds in accordance with any Supplemental Indenture, or a partial defeasance of Parity Bonds in accordance with Section 9.1 hereof, amounts in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement. To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final Bond Year for an issue of Parit y Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest due on an issue of Parity Bonds in the final Bond Year for such issue. Moneys in the Reserve Account in excess of the Reserve Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Reserve Account on the fifth Business Day before each March 1 and September 1 and transferred to the Interest Account of the Special Tax Fund. Section 3.6. Redemption Account of the Special Tax Fund. (a) After making the transfers and deposits required by Sections 3.4 and 3.5 above, and in accordance with the District’s election to call Parity Bonds for optional redemption as set forth in any Supplemental Indenture for Parity Bonds, the Trustee shall transfer from the Special Tax Fund and deposit in the Redemption Account moneys available for the purpose and sufficient to pay the principal and the premiums, if any, payable on Parity Bonds called for optional redemption; provided, however, that amounts in the Special Tax Fund may be applied to optionally redeem Parity Bonds only if immediately following such redemption the amount in the Reserve Account will equal the Reserve Requirement and the amount in the CFD No. 2001-2 Reserve Account will equal the Proportionate Share. Page 561 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 4873-8683-0491v3/024036-0097 (b) Prepayments deposited to the Redemption Account shall be applied on the redemption date established pursuant to Section 4.1(c) hereof for the use of such Prepayments to the payment of the principal of, premium, and interest on the Bonds and Parity Bonds to be redeemed with such Prepayments. (c) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and Parity Bonds and shall be applied on or after the redemption date to the payment of principal of and premium, if any, on the Bonds or Parity Bonds to be redeemed upon presentation and surrender of such Bonds or Parity Bonds and in the case of an optional redemption or an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding Bonds or Parity Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds or Parity Bonds may be made by the District at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to any premium schedule established pursuant to Section 4.1(a) hereof, or in the case of Parity Bonds the premium established in any Supplemental Indenture. Any accrued interest payable upon the purchase of Bonds or Parity Bonds may be paid from the amount rese rved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date. Section 3.7. Surplus Fund. After making the transfers required by Sections 3.3, 3.4, 3.5 and 3.6 hereof, as soon as practicable after each September 1, and in any event prior to each October 1, the Trustee shall transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative directing that certain amounts be retained in the Special Tax Fund because the District has included such amounts as being available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year pursuant to Section 5.2(b) hereof. Moneys deposited in the Surplus Fund will be transferred by the Trustee at the direction of an Authorized Representative of the City (i) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of, including Sinking Fund Payments, premium, if any, and interest on the Bonds and any Parity Bonds when due in the event that moneys in the Special Tax Fund and the Reserve Account are insufficient therefor, (ii) to the Reserve Account in order to replenish the Reserve Account to the Reserve Requirement, (iii) to the CFD No. 2001-2 Reserve Account to restore the CFD No. 2001-2 Reserve Account to the Proportionate Share and to pay Policy Costs, (iv) to the Administrative Expense Fund to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Fund are insufficient to pay Administrative Expenses, (v) for any other lawful purpose of the District. The amounts in the Surplus Fund are not pledged to the repayment of the Bo nds or the Parity Bonds and may be used by the District for any lawful purpose. In the event that the District reasonably expects to use any portion of the moneys in the Surplus Fund to pay debt service on any Outstanding Bonds or Parity Bonds, the District will notify the Trustee in a Certificate of an Authorized Representative and the Trustee will segregate such amount into a separate subaccount and the moneys on deposit in such subaccount of the Surplus Fund shall be invested at the written direction of the District in Authorized Investments the interest on which is excludable from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individual s under the Code) or in Authorized Investments Page 562 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 4873-8683-0491v3/024036-0097 at a yield not in excess of the yield on the issue of Bonds or Parity Bonds to which such amounts are to be applied, unless, in the opinion of Bond Counsel, investment at a higher yield will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or any Parity Bonds which were issued on a tax-exempt basis for federal income tax purposes. Section 3.8. Investments. Moneys held in any of the Accounts under this Indenture shall be invested by the Trustee or the District, as applicable, in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Accounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Account from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund, and each Account therein, and of the Surplus Fund shall be deposited in those respective Funds and Accounts. Moneys in the Accounts held under this Indenture may be invested by the District or the Trustee as directed in writing by the District, as applicable, from time to time, in Authorized Investments subject to the following restrictions: (a) Moneys in the Interest Account, the Principal Account, and the Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or are available for withdrawal without penalty, on such dates so as t o ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. (b) In the absence of written directions from the District, the Trustee shall hold such moneys uninvested. The District or the Trustee, as applicable, shall sell, or present for redemption, any Authorized Investment whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Accounts or from such Accounts to which such Authorized Investments is credited. For the purpose of determining at any given time the balance in any such Accounts, any such investments constituting a part of such Accounts shall be valued at the lower of the cost or the market value thereof, exclusive of accrued interest, at least semiannually. In making any valuations hereunder, the District or the Trustee, as applicable, may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything herein to the contrary, the District or the Trustee, as applicable, shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of this Indenture. The Trustee or the District, as applicable, may act as principal or agent in the making or disposing of any investment. The Trustee or the District, as applicable, may sell, or present for redemption, any Authorized Investment so purchased whenever i t shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Authorized Investment is credited, and, subject to the provisions of Section 7.4, the Trustee or the District, as applicable, shall not be liable or responsible for any loss resulting from such investment. For investment purposes, the Trustee or the District, as applicable, may commingle the funds and accounts established hereunder, but shall account for each sepa rately. The District acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at Page 563 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 4873-8683-0491v3/024036-0097 no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee will furnish the District periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder or brokers selected by the District. Upon the District’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the holding, acquisition or disposition of any investment. The parties hereto acknowledge that the Trustee is not providing investment supervision, recommendations, or advice. ARTICLE IV REDEMPTION OF BONDS AND PARITY BONDS Section 4.1. Redemption of Bonds. (a) Optional Redemption. The Bonds are not subject to optional redemption prior to maturity. (b) Extraordinary Redemption. The Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to Section 3.2 at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Prepayments will be allocated to the payment at maturity and redemption of Bonds and any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds and any Parity Bonds and such amounts shall be applied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the District may specify in a Certificate of an Authorized Representative that Prepayments be applied to one or more maturities of the Bonds or Parity Bonds so long as there is delivered to the Trustee a certificate o f the Independent Financial Consultant that, following such application of the Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year on Taxable Property is not less than 110% of Annual Debt Service, plus the Administrative Expense Requirement, in the Bond Year that begins in such Fiscal Year. For so long as the Authority is the Owner of the Bonds, in connection with the calculation of such redemption price, the District shall receive a credit from the Authority from the reduction in the Page 564 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 4873-8683-0491v3/024036-0097 Proportionate Share of the Reserve Requirement resulting from the redemption of the Bonds and the Authority Bonds so redeemed in connection therewith. (c) The redemption provisions for Parity Bonds shall be set forth in a Supplemental Indenture. Section 4.2. Selection of Bonds and Parity Bonds for Redemption. If less than all of the Bonds or Parity Bonds Outstanding are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such Bonds or Parity Bonds for redemption, the Trustee shall treat such Bonds or Parity Bonds, as applicable, as representing that number of Bonds or Parity Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bonds or Parity Bonds to be redeemed in part by $5,000. The procedure for the selection of Parity Bonds for redemption may be modified as set forth in the Supplemental Indenture for such Parity Bonds. The Trustee shall promptly notify the District, in writing, of the Bonds or Parity Bonds, or portions thereof, selected for redemption. Section 4.3. Notice of Redemption. When Bonds or Parity Bonds are due for redemption under Section 4.1 above or under another redemption provision set forth in a Supplemental Indenture relating to any Parity Bonds, the Trustee shall give notice, in the name of the District, of the redemption of such Bonds or Parity Bonds; provided, however, that a notice of optional redemption may be conditioned on there being on deposit on the redemption date sufficient money to pay the redemption price of the Parity Bonds to be redeemed. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the Bonds or Parity Bonds selected for redemption, except that where all of the Bonds or all of an issue of Parity Bonds are subject to redemption, or all the Bonds or Parity Bonds of on e maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds or Parity Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds or Parity Bonds are to be redeemed; (e) in the case of Bonds or Parity Bonds to be redeemed only in part, state the portion of such Bond or Parity Bond which is to be redeemed; (f) state the date of issue of the Bonds or Parity Bonds as originally i ssued; (g) state the rate of interest borne by each Bond or Parity Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds or Parity Bonds being redeemed as shall be specified by the Trustee. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond, Parity Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee shall send a copy of such notice to the respective Owners thereof at their add resses appearing on the Bond Register, and to the original purchaser of the Bonds or Parity Bonds, as applicable. The actual receipt by the Owner of any Bond or Parity Bond or the original purchaser of any Bond or Parity Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or Parity Bonds, or the cessation of interest on the redemption date. A certificate by the Trustee that notice of such redemption has been given as herein provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Page 565 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 4873-8683-0491v3/024036-0097 In addition to the foregoing notice, further notice shall be given by the Trustee a s set out below if the Bonds or Parity Bonds are not owned by the Authority at the time the notice of redemption is given pursuant to this Section 4.3, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least two days before notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail, overnight delivery service or any other means acceptable to the registered securities depository listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and Parity Bonds as shall be specified by the Trustee and to any national information services that disseminate notice of redemption of obligations such as the Bonds and Parity Bonds as determined by the Trustee: Registered Securities Depositories The Depository Trust Company 55 Water Street, 50th Floor New York, New York 10041 Attn. Call Notification Department Fax: (212) 855-7232 Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The District and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Upon the payment of the redemption price of any Bonds and Parity Bonds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds and Parity Bonds being redeemed with the proceeds of such check or other transfer. Section 4.4. Partial Redemption of Bonds or Parity Bonds. Upon surrender of any Bond or Parity Bond to be redeemed in part only, the District shall execute and the Trustee shall authenticate and deliver to the Bondowner, at the expense of the District, a new Bond or Bonds or a new Parity Bond or Parity Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered, with the same interest rate and the same maturity or, in the case of surrender of a Parity Bond, a new Parity Bond or Parity Bonds subject to the foregoing limitations. Section 4.5. Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in Section 4.3 hereof, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (a) The Bonds and Parity Bonds, or portions there of, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as Page 566 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 4873-8683-0491v3/024036-0097 provided in this Indenture or in any Supplemental Indenture with respect to any Parity Bonds, anything in this Indenture or in the Bonds or the Parity Bonds to the contrary notwithstanding; (b) Upon presentation and surrender thereof at the office of the Trustee, the redemption price of such Bonds and Parity Bonds shall be paid to the Owners thereof; provided that so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds no such presentment is required; (c) As of the redemption date the Bonds or the Parity Bonds, or portions thereof so designated for redemption shall be deemed to be no longer Outstanding and such Bonds or Parity Bonds, or portions thereof, shall cease to bear further interest; and (d) As of the date fixed for redemption no Owner of any of the Bonds, Parity Bonds or portions thereof so designated for redemption shall be entitled to any of the benefits of this Indenture or any Supplemental Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. ARTICLE V COVENANTS AND WARRANTY Section 5.1. Warranty. The District shall preserve and protect the security pledged hereunder to the Bonds and any Parity Bonds against all claims and demands of all persons. Section 5.2. Covenants. So long as any of the Bonds or Parity Bonds issued hereunder are Outstanding and unpaid, the District makes the following covenants with the Bondowners under the provisions of the Act and this Indenture (to be performed by the District or its proper officers, agents or employees), which covenants are necessary and desirable to secure the Bonds and Parity Bonds and tend to make them more marketable; provided, however, that said covenants do not require the District to expend any funds or moneys other than the Special Taxes and other amounts deposited to the Special Tax Fund: (a) Punctual Payment; Against Encumbrances. The District covenants that it will receive all Special Taxes in trust for the Owners and will cause to be deposited all Special Taxes with the Trustee immediately upon their apportionment to the District, and the District shall have no beneficial right or interest in the amounts so deposited except as provided by this Indenture. All such Special Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth herein, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the District. The District covenants that it will duly and punctually pay or cause to be paid the principal of and interest on every Bond and Parity Bond issued hereunder, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Bonds and the Parity Bonds and in accordance with this Indenture to the extent that Net Special Taxes and other amounts pledged hereunder are available therefor, and that the payments into the Funds and Accounts created hereunder will be made, all in strict conformity with the terms of the Bonds, any Parity Bonds, and this Indenture, and that it will faithfully observe and perform all of the conditions, covenan ts and requirements of this Indenture and all Supplemental Indentures and of the Bonds and any Parity Bonds issued hereunder. Page 567 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 4873-8683-0491v3/024036-0097 The District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Special Taxes except as provided in this Indenture, and will not issue any obligation or security having a lien or charge upon the Net Special Taxes superior to or on a parity with the Bonds, other than Parity Bonds. Nothing herein shall prevent the District from issuing or incurring indebtedness which is payable from a pledge of Net Special Taxes which is subordinate in all respects to the pledge of Net Special Taxes to repay the Bonds and the Parity Bonds. (b) Levy of Special Tax. So long as any Bonds or Parity Bonds issued under this Indenture are Outstanding, the legislative body of the District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and availabl e for such purpose, to pay (1) the principal of and interest on the Bonds and any Parity Bonds when due, (2) the Administrative Expenses, (3) any amounts required to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement, (4) any amounts required to replenish the CFD No. 2001-2 Reserve Account to the Proportionate Share and pay all Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds, and (5) any amounts due to the Bond Insurer not included in (1) through (4) above. The District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to levy the Special Tax for so long as the Bonds and any Parity Bonds are Outstanding. (c) Commence Foreclosure Proceedings. The District covenants for the benefit of the Owners of the Bonds and any Parity Bonds that it will review the public records of the County of San Diego, California, in connection with the collection of the Special Taxes not later than July 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year and will commence and diligently pursue to completion, judicial foreclosure proceedings against (i) properties under common ownership with delinquent Special Taxes in the aggregate of $5,000 or more by October 1 following the close of the Fiscal Year in which the Special Taxes were due, and (ii) against all properties with delinquent Special Taxes in the aggregate of $2,500 or more by October 1 following the close of any Fiscal Year if the amount of the Reserve Fund is less than its reserve requirement or if the amount in the Reserve Account is less than the Reserve Requirement . Notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel for which the District has received funds equal to the delinquent installments of Special Taxes related to such parcel from any source (excluding draws from the Reserve Account), including without limitation the proceeds of any sale and assignment of such delinquent installments to a third party, and such funds are available to contribute toward the payment of the principal of and interest on the Bonds and Parity Bonds when due. The District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain the Reserve Account and the CFD No. 2001-2 Reserve Account. The District may treat any delinquent Special Tax sold to an independent third-party or to any funds of the City for at least 100% of the delinquent amount as having been paid. Proceeds of any such sale up to 100% of the delinquent amount will be deposited in the Special Tax Fund. The District covenants that it will deposit the net proceeds of any foreclosure and any other Delinquency Proceeds in the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds, to make current payments of principal and interest on the Bonds and any Parity Bonds and to replenish any draw on the Reserve Account and the CFD No. 2001-2 Reserve Account, and to pay its proportionate share of Policy Costs resulti ng from the delinquency in the payment of scheduled debt service on the Bonds or any Parity Bonds. Page 568 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 4873-8683-0491v3/024036-0097 (d) Payment of Claims. The District will pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or c harge upon the Net Special Taxes or other funds in the Special Tax Fund, or which might impair the security of the Bonds or any Parity Bonds then Outstanding; provided that nothing herein contained shall require the District to make any such payments so long as the District in good faith shall contest the validity of any such claims. (e) Books and Accounts. The District will keep proper books of records and accounts, separate from all other records and accounts of the District, in which complete and correct entries shall be made of all transactions relating to the levy of the Special Tax and the deposits to the Special Tax Fund. Such books of records and accounts shall at all times during business hours be subject to the inspection of the Trustee or of the Owners of not less than 10% of the principal amount of the Bonds or the Owners of not less than 10% of any issue of Parity Bonds then Outstanding or their representatives authorized in writing. (f) Federal Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the Authority Bonds issued on a tax-exempt basis for federal income tax purposes will not be adversely affected for federal income tax purposes, the District covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (1) Private Activity. The District will take no action or refrain from taking any action or make any use of the proceeds of the Bonds or any Parity Bonds or of any other moneys or property which would cause the Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “private activity bonds” within the meaning of Section 141 of the Code; (2) Arbitrage. The District will make no use of the proceeds of the Bonds or any Parity Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause Authority Bonds issued on a tax -exempt basis for federal income tax purposes to be “arbitrage bonds” within the meaning of Section 148 of the Code; (3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or any Parity Bonds or take or omit to take any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (4) Hedge Bonds. The District will make no use of the proceeds of the Bonds or any Parity Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause Authority Bonds issued on a tax-exempt basis for federal income tax purposes to be considered “hedge bonds” within the meaning of Section 1 49(g) of the Code unless the District takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income for federal income tax purposes of interest on Authority Bonds; and (5) Other Tax Exempt Issues. The District will not use proceeds of other tax exempt securities to redeem any Bonds or Parity Bonds without first obtaining the written opinion of Bond Counsel that doing so will not impair the exclusion from gross income for fede ral income tax purposes of interest on the Authority Bonds issued on a tax-exempt basis. Page 569 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 4873-8683-0491v3/024036-0097 (g) Reduction of Maximum Special Taxes. The District hereby finds and determines that, historically, delinquencies in the payment of special taxes authorized pursuant to the Act in community facilities districts in Southern California have from time to time been at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the District hereby determines that a reduction in the maximum Special Tax rates authorized to be levied on parcels in the District below the levels provided in this Section 5.2(g) would interfere with the timely retirement of the Bonds and Parity Bonds. The District determines it to be necessary in order to preserve the security for the Bonds and Parity Bonds to covenant, and, to the maximum extent that the law permits it to do so, the Dist rict hereby does covenant, that it shall not initiate proceedings to reduce the maximum Special Tax rates for the District, unless, in connection therewith, (i) the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the District as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property in each Bond Year for any Bonds and Parity Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all Bonds and Parity Bonds to remain Outstanding after the reduction is approved, (ii) the District finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the Bonds and Parity Bonds, and (iii) no Policy Costs or amounts under the Insurance Policy are due and payable to the Bond Insurer and (iv) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. (h) Covenants to Defend. The District covenants that, in the event that any initiative is adopted by the qualified electors in the Di strict which purports to reduce the minimum or the maximum Special Tax below the levels specified in Section 5.2(g) above or to limit the power of the District to levy the Special Taxes for the purposes set forth in Section 5.2(b) above, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. (i) Limitation on Right to Tender Bonds. The District hereby covenants that it will not adopt any policy pursuant to Section 53344.1 of the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District shall have first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insu fficient Special Tax revenues to pay the principal of and interest on the Bonds and Parity Bonds when due. (j) Further Assurances. The District shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reasonabl y necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds and any Parity Bonds of the rights and benefits provided in this Indenture. (k) Subordinate Debt. Any indebtedness of the District evidenced by any subordinated debt and any renewals or extensions thereof (herein called “Subordinated Indebtedness”), shall at all times be wholly subordinate and junior in right of payment to any and all indebt edness of the District under this Indenture (herein called “Superior Indebtedness”). Following an event of default under this Indenture, no Subordinated Indebtedness shall be paid prior to any Superior Indebtedness in any fiscal year of the District. If the holder of the Subordinated Indebtedness is a commercial bank, savings bank, savings and loan association or other financial institution which is authorized by law to accept and hold deposits of money or issue certificates of deposit, such holder must a gree to waive any Page 570 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 4873-8683-0491v3/024036-0097 common law or statutory right of setoff with respect to any deposits of the District maintained with or held by such holder. (l) Pledged Net Special Taxes. The District represents it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Net Special Taxes that ranks on a parity with or prior to the pledge granted under this Indenture. The District, except as may be provided otherwise in this Indenture, shall not hereafter make any pledge or assignment of, lien on, or security interest in the Net Special Taxes payable senior to or on a parity with the pledge of Net Special Taxes established under this Indenture. ARTICLE VI AMENDMENTS TO INDENTURE Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent. The District may from time to time, and at any time, without notice to or consent of any of the Bondowners, adopt Supplemental Indentures for any of the following purposes provided, however, that any such amendment or modification which adversely affects the rights and interests of the Bond Insurer shall require the prior written consent of the Bond Insurer: (a) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture or in any additional resolution or order, provided that such action is not materially adverse to the interests of the Bondowners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Indenture, other covenants, agreements, limitations and restrictions to be observed by the District which are not contrary to or inconsistent with this Indenture as theretofore in effect or which further secure Bond or Parity Bond payments; (c) to provide for the issuance of any Parity Bonds, and to provide the terms and conditions under which such Parity Bonds may be issued, subject to and in accordance with the provisions of this Indenture; (d) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, or to comply with the Code or regulations issued thereunder, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the Bonds or any Parity Bonds the n Outstanding; or (e) to modify, alter or amend the rate and method of apportionment of the Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on Developed Property within the District to an amount which is less than 110% of the sum of estimated Administrative Expenses and principal and interest due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such amendment; or Page 571 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 4873-8683-0491v3/024036-0097 (f) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondowners. Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent . Exclusive of the Supplemental Indentures described in Section 6.1, the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding shall have the right to consent to and approve the adoption by the District of such Supplemental Indentures as shall be deemed necessary or desirable by the District, for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided, however, that nothing herein shall permit, or be construed as permitting , (a) an extension of the maturity date of the principal, or the payment date of interest on, any Bond or Parity Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or Parity Bond or the rate of interest thereon, (c) a preference or priority of any Bond or Parity Bond over any other Bond or Parity Bond, or (d) a reduction in the aggregate principal amount of the Bonds and Parity Bonds the Owners of which are required to consent to such Supplemental Indenture, without the consent of the Owners of all Bonds and Parity Bonds then Outstanding. If at any time the District shall desire to adopt a Supplemental Indenture, which pursuant to the terms of this Section shall require the consent of the Bondowners, the District shall so no tify the Trustee and shall deliver to the Trustee a copy of the proposed Supplemental Indenture. The Trustee shall, at the expense of the District, cause notice of the proposed Supplemental Indenture to be mailed, by first class mail, postage prepaid, to all Bondowners at their addresses as they appear in the Bond Register (if the Authority or the Authority Trustee on the Authority’s behalf is the owner of all the Bonds, such amendment may be delivered by other communication methods). Such notice shall br iefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all Bondowners. The failure of any Bondowners to receive such notice shall not affect the validity of such Supplemental Indenture when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding as required by this Section. Whenever at any time within one year after the date of the first mailing of such notice, the Trustee shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture described in such notice, and shall specifically consent to and approve the adoption thereof by the District substantially in the form of the copy referred to in such notice as on file with the Trustee, such proposed Supplemental Indenture, when duly adopted by the District, shall thereafter become a part of the proceedings for the issuance of the Bonds and any Parity Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the Bonds and Parity Bonds have consented to the adoption of any Supplemental Indenture, Bonds or Parity Bonds which are owned by the District or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the District, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination. Upon the adoption of any Supplemental Indenture and the receipt of consent to any such Supplemental Indenture from the Owners of not less than a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds in instances where such consent is required pursuant to the provisions of this section, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the District and all Owners of Outstanding Bonds and Parity Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Page 572 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 4873-8683-0491v3/024036-0097 The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by Sections 6.1 and 6.2 which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, so long as the Insurance Policy is in full force and effect, any amendment, supplement, modification to, or waiver of, this Indenture pursuant to this Section 6.2 shall be subject to the prior written consent of the Bond Insurer. Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity Bonds. After the effective date of any action taken as hereinabove provided, the District may determine that the Bonds or any Parity Bonds may bear a notation, by endorsement in form approved by the District, as to such action, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date and presentation of his Bond or Parity Bond for the purpose at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation as to such action shall be made on such Bonds or Parity Bonds. If the District shall so determine, new Bonds or Parity Bonds so modified as, in the opinion of the District, shall be necessary to conform to such action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond or Parity Bond at such effective date such new Bonds or Parity Bonds shall be exchanged at the office of the Trustee or at such additional offices as the Trustee may select and designate for that purpose, without cost to each Owner of Outstanding Bonds or Parity Bonds, upon surrender of such Outstanding Bonds or Parity Bonds. ARTICLE VII TRUSTEE Section 7.1. Trustee. Wilmington Trust, National Association, shall be the Trustee for the Bonds and any Parity Bonds unless and until another Trustee is appointed by the District hereunder. The District may, at any time, appoint a successor Trustee satisfying the requirements of Section 7.2 below for the purpose of receiving all money which the District is required to deposit with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture; provided, however, that the Trustee shall be at all times the same entity as the Authority Trustee. The Trustee is hereby authorized to and shall mail by first class mail, postage prepaid, or wire transfer in accordance with Section 2.5 above, interest payments to the Bondowners, to select Bonds and Parity Bonds for redemption, and to maintain the Bond Register. The Trustee is hereby authorized to pay the principal of and premium, if any, on the Bonds and Parity Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the registration of transfer and exchange of Bonds and Parity Bonds presented to it for such purposes, to provide for the cancellation of Bonds and Parity Bonds all as provided in this Indenture, and to provide for the authentication of Bonds and Parity Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Trustee shall keep accurate records of all funds administered by it and all Bonds and Parity Bonds paid, discharged and cancelled by it. The Trustee is hereby authorized to redeem the Bonds and Parity Bonds when duly presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel all Bonds and Parity Bonds upon payment thereof in accordance with the provisions of Section 10.1 hereof. Page 573 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 4873-8683-0491v3/024036-0097 The District shall from time to time, subject to any agreement between the D istrict and the Trustee then in force, pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures, including, but not limited to, advances to and fees, costs and expenses of independent accountants or counsel employed by it in the exercise and performance of its powers and duties hereunder, and indemnify and save the Trustee, its officers, officials, directors, employees and agents, harmless from and against any losses, costs, damages, claims, expenses and liabilities, including, without limitation fees, costs and expenses of its attorneys, not arising from its own negligence or willful misconduct which it may incur in the exercise and performance of its powers and duties hereunder. In no event shall the Trustee be responsible or liable for any consequential, punitive, indirect, incidental or special damages or loss of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing obligation of the District to indemnify the Trustee shall survive the removal or resignation of the Trustee and the discharge of the Bonds. Section 7.2. Removal of Trustee. The District may at any time at its sole discretion remove the Trustee initially appointed, and any successor thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a successor or successors thereto; provided that any such successor shall be a bank, association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effect ive only upon acceptance of appointment by the successor Trustee. If any bank, association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this section the combined capital and surplus of such bank, association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee and notice being sent by the successor Trustee to the Bondowners of the successor Trustee’s identity and address. Section 7.3. Resignation of Trustee. The Trustee may at any time resign and discharged from its duties and obligations hereunder by giving written notice to the District and by giving to the Owners notice of such resignation, which notice shall be sent to the Owners at their addresses appearing in the registration books in the office of the Trustee. Upon receiving such notice of resignation, the District shall promptly appoint a successor Trustee satisfying the criteria in Section 7.2 above by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within thirty (30) calendar days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of itself and all other Owners) may, at the sole expense of the District petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Section 7.4. Liability of Trustee. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds and any Parity Bonds shall be taken as statements, promises, covenants and agreements of the District, and the Trustee assumes no responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of this Indenture, the Bonds or any Parity Bonds, and shall incur no responsibility in respect thereof, other than in connection with its duties or obligations specifically set forth herein, in the Bonds and any Parity Bonds, or in the certificate of authentication assigned to or imposed upon the Trustee. The Trustee Page 574 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 4873-8683-0491v3/024036-0097 shall be under no responsibility or duty with respect to the issuance of the Bonds or any Parity Bonds for value. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee shall not be liable for any action taken or omitted by it or any of its officers, employees or agents in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall be entitled to request and receive written instructions from the District and/or Owners and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written direction of any such party. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the written direction of the Owners of not less than a maj ority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of an Owner and/or the District, pursuant to the provisions of this Indenture, unless such party shall have offered to the Trustee security or indemnity (satisfactory to the Trustee in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction. Neither the Trustee nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the District or any of its directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other person. The Trustee shall be conclusively protected in acting upon any notice, resolution, request, direction, consent, order, certificate, opinion, report, bond, debenture, note, other evidence of indebtedness (including any Bond or Parity Bond) or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper person or persons, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein. The Trustee may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of a ny action taken or suffered hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond or Parity Bond unless and until such Bond or Parity Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any acti on hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by a written certificate of the District, and/or opinion of counsel, and such certificate or opinion shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in its discretion the Page 575 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 4873-8683-0491v3/024036-0097 Trustee may, in lieu thereof, accept other evidence of such matter or may require such addit ional evidence as to it may seem reasonable. The Trustee shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounti ng for such funds as it shall actually receive. No provision in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of it s rights or powers. The Trustee shall not be deemed to have knowledge of (A) any events of other information, or (B) any default or event of default until an officer at the Trustee’s corporate trust officer responsible for the administration of its duties hereunder shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its corporate trust office. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorist s, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, war, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, the unavailability of the Federal Reserve Bank wire or telex or ot her wire or communication facility, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of supplies or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty or in any way expand or impliedly expand the scope of the Trustee’s duties hereunder, and, with respect to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct. The Trustee shall be entitled to rely on and shall not be liable for any action taken o r omitted to be taken by the Trustee in accordance with the advice of counsel or other professionals retained or consulted by the Trustee. The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. The Trustee may become the Owner or pledgee of the Bonds and Parity Bonds with the same rights it would have if it were not Trustee. The Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against the Trustee. Page 576 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 4873-8683-0491v3/024036-0097 These duties shall be deemed purely ministerial in nature, and the Trustee shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Indenture against the Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Owners pursuant to the provisions of this Indenture unless such Owners shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole and exclusive directio n against the costs, expenses and liabilities which may be incurred therein or thereby. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions pursuant to this Indenture provided, however, that: (a) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received a current incumbency certificate containing the specimen signature of such designated person. Any such instructions and directions furnished by electronic transmission shall be in the form of attachments in PDF format. Notwithstanding anything to the contrary herein, the Trustee shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Indenture or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service. Section 7.5. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any compa ny resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES Section 8.1. Events of Default. Any one or more of the following events shall constitute an “event of default”: (a) Default in the due and punctual payment of the principal of or redemption premium, if any, on any Bond or Parity Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; Page 577 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 4873-8683-0491v3/024036-0097 (b) Default in the due and punctual payment of the interest on any Bond or Parity Bond when and as the same shall become due and payable; or (c) Except as described in (a) or (b), default shall be made by the District in the observance of any of the agreements, conditions or cove nants on its part contained in this Indenture, the Bonds or any Parity Bonds, and such default shall have continued for a period of 30 days after the District shall have been given notice in writing of such default by the Trustee or the Owners of 25% in aggregate principal amount of the Outstanding Bonds and Parity Bonds; provided, however, that if in the reasonable opinion of the District the default stated in the notice can be corrected, but not within such thirty (30) day period, and corrective action is instituted by the District, with the written approval of the Bond Insurer (so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), within such thirty (30) day period and diligently pursued in good faith until the default is corrected, such default shall not be an Event of Default hereunder. The Trustee agrees to give notice to the Owners immediately upon the occurrence of an event of default under (a) or (b) above and within 30 days of the Trustee’s knowledge of an event of default under (c) above. Section 8.2. Remedies of Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds and Parity Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture, including: (a) By mandamus or other suit or proceeding at law or in equity to enforce its rights against the District and any of the members, officers and employees of the District, and to compel the District or any such members, officers or employees to perform and carry out their duties under the Act and their agreements with the Owners as provided in this Indenture; (b) By suit in equity to enjoin any actions or things which are unlawful or violate the rights of the Owners; or (c) By a suit in equity to require the District and its members, officers and employees to account as the trustee of an express trust. If an Event of Default shall have occurred and be continui ng and if requested so to do by the Owners of at least twenty-five percent (25%) in aggregate principal amount Outstanding Bonds and Parity Bonds and is indemnified to its satisfaction, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners of the Bonds and Parity Bonds. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law. The Bonds and any Parity Bonds are not subject to acceleration prior to maturity. Page 578 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 4873-8683-0491v3/024036-0097 Section 8.3. Application of Revenues and Other Funds After Default. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds and Parity Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds and Parity Bonds: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel, and to the payment of al l other outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount of interest on and principal of the Bonds and Parity Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds and Parity Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority: (a) first to the payment of all installments of interest on the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, (b) second, to the payment of all installments of principal, including Sinking Fund Payments, of the Bonds and Parity Bonds then due and unpaid on a pro rata basis based on the total amount then due and owing, and (c) third, to the payment of interest on overdue installments of principal and interest on the Bonds and Parity Bonds on a pro rata basis based on the total amount then due and owing. Section 8.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds and Parity Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and Parity Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation. Any suit, action or proceeding which any Owner of Bonds or Parity Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds and Parity Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds and Parity Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds and Parity Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds and Parity Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. Page 579 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 4873-8683-0491v3/024036-0097 Section 8.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners of the Bonds and Parity Bonds under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Net Special Taxes and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer. Section 8.6. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds or the Parity Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the interest on and principal of the Bonds and Parity Bonds to the respective Owners of the Bonds and Parity Bonds at the respective dates of maturity, as herein provided, out of the Net Special Taxes and other moneys herein pledge d for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds or Parity Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or the Owners by the Act or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Owners, as the case may be. Section 8.7. Limitations on Rights and Remedies of Owners. No Owner of any Bond or Parity Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds and Parity Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred i n compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds and Parity Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds and Parity Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds and Parity Bonds. The right of any Owner of any Bond and Parity Bond to receive payment of the principal of and interest and premium (if any) on such Bond and Parity Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Page 580 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 4873-8683-0491v3/024036-0097 Section 8.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the District, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. ARTICLE IX DEFEASANCE AND PARITY BONDS Section 9.1. Defeasance. If the District shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond or Parity Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in this Indenture or any Supplemental Indenture, then the Owner of such Bond or Parity Bond shall cease to be entitled to the pledge of Net Special Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the District to the Owner of such Bond or Parity Bond under this Indenture and any Suppleme ntal Indenture relating to such Parity Bond shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding Bonds and Parity Bonds pursuant to this Section, the Trustee shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the District’s general fund all money or securities held by it pursuant to this Indenture which are not required for the payment of the principal of, premium, if any, and interest due on such Bonds and Parity Bonds. Any Outstanding Bond or Parity Bond shall be deemed to have been paid within the meaning expressed in the first paragraph of this Section if such Bond or Parity Bond is paid in any one or more of the following ways: (a) by paying or causing to be paid the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; or (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Defeasance Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Fund) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable on and prior to the maturity date or redemption date thereof, as applicable; then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and Page 581 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 4873-8683-0491v3/024036-0097 any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under (c) above, there shall be provided to the District and the Bond Insurer a verification report from an independent nationally recognized certified public accountant, stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, an escrow agreement with respect to the deposits under (b) and (c) above (which shall be acceptable in form and substance to the Bond Insurer, so long as the Bond Insurer has not defaulted on any obligation under the Insurance Policy), and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. The Bonds shall be deemed Outstanding under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Upon a defeasance, the Trustee, upon request of the District, shall release the rights of the Owners of such Bonds and Parity Bonds which have been defeased under this Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the District, send a notice to the Bondowners whose Bon ds or Parity Bonds have been defeased, in the form directed by the District, stating that the defeasance has occurred. This Indenture shall not be discharged until Policy Costs due to the Bond Insurer (to the extent the responsibility of the District as a result of the District’s failure to pay principal of, or interest on the Bonds when due) shall have been paid in full. The District’s obligation to pay such amounts shall expressly survive payment in full of the payments of principal of and interest on the Bonds. Section 9.2. Conditions for the Issuance of Parity Bonds and Other Additional Indebtedness. The District may at any time after the issuance and delivery of the Bonds hereunder issue Parity Bonds payable from the Net Special Taxes and other amounts deposited in the Special Tax Fund and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued hereunder or under any Supplemental Indenture; provided, however, that Parity Bonds may only be issued for the purpose of refunding all or a portion of the Bonds or Parity Bonds then Outstanding subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Parity Bonds: (a) The District shall be in compliance with all covenants set forth in this Indenture and any Supplemental Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided, however, that Parity Bonds may be issued notwithstanding that Page 582 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 4873-8683-0491v3/024036-0097 the District is not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such covenants. (b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly adopted by the District which shall specify the following: (1) the purpose for which such Parity Bonds are to be issued and the fund or funds into which the proceeds thereof are to be deposited; (2) the authorized principal amount of such Parity Bonds; (3) the date and the maturity date or dates of such Parity Bonds; provided that (i) each maturity date shall fall on a September 1, (ii) all such Parity Bonds of like maturity shall be identical in all respects, except as to number, and (iii) fixed serial maturities or Sinking Fund Payments, or any combination thereof, shall be established to provide for t he retirement of all such Parity Bonds on or before their respective maturity dates; (4) the description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication; (5) the denominations and method of numbering of such Parity Bonds; (6) the amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity Bonds; (7) the amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve Account to increase the amount therein to the Reserve Requir ement or to the CFD No. 2001-2 Reserve Account to increase the amount therein to the Proportionate Share, provided that if the interest on such Parity Bonds is intended by the District to be excluded from the gross income of the recipients thereof for fede ral income tax purposes, such amount shall not exceed the maximum amount of proceeds that, in the opinion of Bond Counsel, can be so deposited without causing the interest on such Parity Bonds to be included in the gross income of the recipients thereof fo r federal income tax; (8) the form of such Parity Bonds; and (9) such other provisions as are necessary or appropriate and not inconsistent with this Indenture. (c) The District shall have received the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds by the Trustee (unless the Trustee shall accept any of such documents bearing a prior date): (1) a certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds; (2) a written request of the District as to the delivery of such Parity Bonds; Page 583 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 4873-8683-0491v3/024036-0097 (3) an opinion of Bond Counsel to the District to the effect that (i) the District has the right and power under the Act to adopt the Supplemental Indenture relating to such Parity Bonds, and the Supplemental Indenture has been duly and lawfully adopted by the District, is in full force and effect and is valid and binding upon the District and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights); (ii) the Indenture creates the valid pledge which it purports to create of the Net Special Taxes and other amounts as provided in the Ind enture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture; and (iii) such Parity Bonds are valid and binding limited obligations of the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights) and the terms of the Indenture and all Supplemental Indentures thereto and are entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and the Indenture and all such Supplemental Indentures; (4) a certificate of the District contai ning such statements as may be reasonably necessary to show compliance with the requirements of this Indenture; (5) a certificate of an Independent Financial Consultant certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less than the Annual Debt Service on the Bonds and Parity Bonds Outstanding prior to the issuance of such Parity Bonds; and (6) Such further documents, money and securities as are required by the provisions of this Indenture and the Supplemental Indenture providing for the issuance of Parity Bonds. (d) So long as any Bonds remain outstanding or any amounts are owed to the Bond Insurer by the District, without the prior written consent of the Bond Insurer, the District shall not issue any Parity Bonds that permits or requires the Owner to tender such Parity Bonds for purchase prior to the stated maturity thereof without the prior written consent of the Bond Insurer. ARTICLE X MISCELLANEOUS Section 10.1. Cancellation of Bonds and Parity Bonds. All Bonds and Parity Bonds surrendered to the Trustee for payment upon maturity or for redemption shall be upon payment therefor, and any Bond or Parity Bond purchased by the District as authorized herein and delivered to the Trustee for such purpose shall be, cancelled forthwith and shall not be reissued. The Trustee shall destroy such Bonds and Parity Bonds, as provided by law, and furnish to the District a certificate of such destruction. Section 10.2. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Indenture to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor may be signed or executed by such Owners in person or by their attorneys appointed by an instrument in writing for that purpose, or by the bank, trust company or other depository for such Bonds. Proof of the execution of any such instrument, or of any instrument appointing any such Page 584 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 4873-8683-0491v3/024036-0097 attorney, and of the ownership of Bonds or Parity Bonds shall be sufficient for the p urposes of this Indenture (except as otherwise herein provided), if made in the following manner: (a) The fact and date of the execution by any Owner or his or her attorney of any such instrument and of any instrument appointing any such attorney, may be prove d by a signature guarantee of any bank or trust company located within the United States of America. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such signature guarantee shall also constitute sufficient proof of his authority. (b) As to any Bond or Parity Bond, the person in whose name the same shall be registered in the Bond Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Bond or Parity Bond, and the interest thereon, shall be made only to or upon the order of the registered Owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond or Parity Bond and the interest thereon to the extent of the sum or sums to be paid. Neither the District nor the Trustee shall be affected by any notice to the contrary. Nothing contained in this Indenture shall be construed as limiting the Trustee or the District to such proof, it being intended that the Trustee or the District may accept any other evidence of the matters herein stated which the Trustee or the District may deem sufficient. Any request or consent of the Owner of any Bond or Parity Bond shall bind every future Owner of the same Bond or Parity Bond in respect of anything done or suffered to be done by the Trustee or the District in pursuance of such request or consent. Section 10.3. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Outstanding Bonds and Parity Bonds which remain unclaimed for two years after th e date when such Outstanding Bonds or Parity Bonds have become due and payable, if such money was held by the Trustee in trust at such date, or for two years after the date of deposit of such money if deposited with the Trustee in trust after the date when such Outstanding Bonds or Parity Bonds become due and payable, shall be repaid by the Trustee to the District, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners sha ll look only to the District for the payment of such Outstanding Bonds or Parity Bonds; provided, however, that, before being required to make any such payment to the District, the Trustee at the written request of the District or the Authority Trustee shall, at the expense of the District, cause to be mailed by first-class mail, postage prepaid, to the registered Owners of such Outstanding Bonds or Parity Bonds at their addresses as they appear on the registration books of the Trustee a notice that said mo ney remains unclaimed and that, after a date named in said notice, which date shall not be less than 30 days after the date of the mailing of such notice, the balance of such money then unclaimed will be returned to the District. Section 10.4. Provisions Constitute Contract. The provisions of this Indenture shall constitute a contract between the District and the Bondowners and the provisions hereof shall be construed in accordance with the laws of the State of California. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and, should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners or the Trustee, then the District, the Trustee and the Bondowners shall be restored Page 585 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 4873-8683-0491v3/024036-0097 to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. After the issuance and delivery of the Bonds this Indenture shall be irrepealable, but shall be subject to modifications to the extent and in the manner provided in this Indenture, but to no greater extent and in no other manner. Section 10.5. Insurer Rights. The Bond Insurer shall be deemed to be the sole holder of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Bondowners are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and each Bond, the Trustee and each Bond Owner of a Bond appoint the Bond Insurer as their agent and attorney-in-fact and agree that the Bond Insurer may at any time during the continuation of any proceeding by or against the District under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding (a “Claim”), (B) the direction of any appeal of any order relating to any Claim, (C) the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the Bonds) and each Owner of a Bond delegate and assign to the Bond Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Owner of a Bond in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding. Reme dies granted to the Owners of the Bonds shall expressly include mandamus. The Bond Insurer is hereby deemed a third party beneficiary to this Indenture. Section 10.6. Reimbursement of Insurer Fees. The District shall pay or reimburse the Bond Insurer from Special Taxes any and all charges, fees, costs and expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security under this Indenture or the Authority Indenture; (ii) the pursuit of any remedies under this Indenture or the Authority Indenture or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Indenture or the Authority Indenture whether or not executed or completed, or (iv) any litigation or other dispute in connection with this Indenture or the Authority Indenture or the transactions contemplated hereby or thereby, other than costs resulting from the failure of the Bond Insurer to honor its obligatio ns under the Insurance Policy. The Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture or the Authority Indenture. Section 10.7. Provision of Information to Bond Insurer. The Bond Insurer shall be provided with the following information by the District or the Trustee, as the case may be: (a) On request by the Bond Insurer, the District will provide a certificate that the District is not aware of any Event of Default under this Indenture and will provide such information, data or reports as the Bond Insurer shall reasonably request from time to time; (b) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; Page 586 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 4873-8683-0491v3/024036-0097 (c) Notice of any default known to the Trustee or the District within five Business Days after knowledge thereof; (d) Prior notice of the redemption of any of the Bonds, including the principal amount and maturities thereof; (e) Notice of the commencement of any Insolvency Proceeding by or against the Authority or the District; (f) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (g) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to this Indenture; (h) All reports, notices and correspondence to be delivered to Bond Owners under the terms hereof; and In addition, the Bond Insurer shall have the right to receive such additional information as it may reasonably request. Section 10.8. Discussion of and Access to Information. The District shall permit the Bond Insurer to discuss the affairs, finances and accounts of the District or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District and will use commercially reasonable efforts to enable the Bond Insurer to have access to the facilities, books and records of the District on any Business Day upon reasonable prior notice. Section 10.9. Future Contracts. Nothing herein contained shall be deemed to restrict or prohibit the District from making contracts or creating bonded or other indebtedness payable from a pledge of the Net Special Taxes which is subordinate to the pledge hereunder, or which is payable from the general fund of the District or from taxes or any source other than the Net Special Taxes and other amounts pledged hereunder. Section 10.10. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds or any Parity Bonds the rights and benefits provided in this Indenture. Section 10.11. Entire Agreement; Severability. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. If any covenant, agreement or provision, or any portion thereof, contained in this Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Indenture and the application of any such covenant, agreement or provision, or portion ther eof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Indenture, the Bonds and any Parity Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under the laws of the State of California. Page 587 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 4873-8683-0491v3/024036-0097 Section 10.12. Notices. Any notices required to be given to the District with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, or personally delivered to the City Manager of the City, 276 Fourth Avenue, Chula Vista, CA 91910, and all notices to the Trustee shall be sent via courier or fax or electronic transmission or mailed, first class, postage prepaid, or personally delivered to the Trustee, Wilmington Trust, National Association, 650 Town Center Drive, Suite 800, Costa Mesa, CA, Attention Corporate Trust Services. Any such notices or other communications furnished by electronic transmission shall be in the form of attachments in PDF format. Any notices required to be given to the Bond Insurer with respect to the Bonds or this Indenture shall be mailed, first class, postage prepaid, personally delivered or sent via facsimile or electronic (email) transmission (with a portable document format or similar attachment) to __________, __________, Attention: ____________, Re: Policy No. __________; ______. In each case in which notice or other communication to the Bond Insurer refers to an Event of Default, then a copy of such notice or other communication shall also be sent to t he attention of the General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” Page 588 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4873-8683-0491v3/024036-0097 IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) has caused this Bond Indenture to be signed by its City Manager and City Clerk, and WILMINGTON TRUST, NATIONAL ASSOCIATION in token of its acceptance of the duties of the Trustee created hereunder, has caused this Bond Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written. CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) By: City Manager of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) ATTEST: City Clerk of the City of Chula Vista, acting as the legislative body of City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) [SIGNATURES CONTINUED ON NEXT PAGE.] Page 589 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-2 4873-8683-0491v3/024036-0097 [SIGNATURE PAGE CONTINUED.] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer Page 590 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4873-8683-0491v3/024036-0097 EXHIBIT A FORM OF 2024 SPECIAL TAX REFUNDING BOND No. __ $[PRINCIPAL AMOUNT] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) 2024 SPECIAL TAX REFUNDING BONDS INTEREST RATE: MATURITY DATE: DATED DATE: _________% September 1, 20__ __________ 1, 2024 REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under that certain Indenture of Trust dated as of March 1, 2024 by and between the Chula Vista Municipal Financing Authority and Wilmington Trust, National Association PRINCIPAL AMOUNT: __________________________________ AND NO/100 DOLLARS CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH - VILLAGE SIX) (the “District”) situated in the County of San Diego, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafte r provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless (i) the date of authentication is an Interest Pa yment Date in which event interest shall be payable from such date of authentication, (ii) the date of authentication is after a Record Date (as hereinafter defined) but prior to the immediately succeeding Interest Payment Date, in which event interest sha ll be payable from the Interest Payment Date immediately succeeding the date of authentication, or (iii) the date of authentication is prior to the close of business on the first Record Date in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the foregoing, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1 and September 1 and the final maturity date of the Bonds (each an “Interest Payment Date”), commencing September 1, 2024 at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for Page 591 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4873-8683-0491v3/024036-0097 payment. Except as otherwise provided in the Indenture, the principal of and premium, if any, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of the Trustee, initially Wilmington Trust, National Association (the “Trustee”). Interest on this Bond shall be paid by check of the Trustee mailed, by first class mail, postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States of America, to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Registered Owner’s address as it appears on the registration books maintained by the Trustee. This Bond is one of a duly authorized issue of “City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds” (the “Bonds”) issued in the aggregate principal amount of $__________ pursuant to the Me llo-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of refinancing outstanding special tax bonds of the District and paying certain costs related to the issuance of the Bonds. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “Legislative Body”), on February 20, 2024, and a Bond Indenture, dated as of March 1, 2024, by and between the District and the Trustee, executed in connection therewith (the “Indenture”), and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond assents to said terms and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Capitalized terms not defined herein shall have the meanings set forth in the Indenture. Pursuant to the Act and the Indenture, the principal of, premium, if any, and interest on this Bond are payable solely from the portion (the “Net Special Taxes”) of the annual special taxes authorized under the Act to be levied and collected within the District (the “Special Taxes”) and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. Any amounts for the payment hereof shall be limited to the Net Special Taxes pledged and collected, which include foreclosure proceeds received following a default in payment of the Special Taxes and other amounts deposited to the Special Tax Fund established under the Indenture, except to the extent that other provision for payment has been made by the Legislative Body, as may be permitted by law. The District has covenanted for the benefit of the owners of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds. The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject to extraordinary redemption as a whol e, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 20__ 103% Page 592 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4873-8683-0491v3/024036-0097 September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 45 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books. Notwithstanding the foregoing, so long as the Authority or the Authority Trustee on the Authority’s behalf is the registered owner of the Bonds, no such notices need be provided. Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date; provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds. This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary. The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transfere e in exchange therefor. The Trustee shall not be required to register transfers or make exchanges of (i) any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed, or (ii) any Bonds chosen for redemption. The rights and obligations of the District and of the registered owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the registered owners, to the extent and upon the terms provided in the Indenture. THE BONDS DO NOT CONSTITUTE OBLIGATIONS OF THE CITY OF CHULA VISTA OR OF THE DISTRICT FOR WHICH THE CITY OF CHULA VISTA OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY OF CHULA VISTA, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee. Page 593 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 4873-8683-0491v3/024036-0097 IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as re quired by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, City of Chula Vista Community Facil ities District No. 2001-2 (McMillin - Otay Ranch - Village Six) has caused this Bond to be dated __________, 2024, to be signed on behalf of the District by the Mayor by his facsimile signature and attested by the facsimile signature of the City Clerk. Mayor of the City of Chula Vista ATTEST: City Clerk of the City of Chula Vista [FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within-defined Indenture. Dated: __________, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer [FORM OF LEGAL OPINION] The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. City Clerk of the City of Chula Vista [FORM OF ASSIGNMENT] Page 594 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 4873-8683-0491v3/024036-0097 For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises. Dated: Signature guaranteed: NOTE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. NOTE: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Page 595 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda $_________ CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 BOND PURCHASE AGREEMENT __________, 2024 Chula Vista Municipal Financing Authority 276 Fourth Avenue Chula Vista, California 91910 Ladies and Gentlemen: Raymond James & Associates, Inc., as underwriter (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Chula Vista Municipal Financing Authority (the “Authority”), which upon acceptance will be binding upon the Underwriter and the Authority. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the Authority purchasing the following oblig ations: (a) City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds, (b) City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds, (c) City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds, (d) City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2024 and (e) the City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds (collectively, the “Local Obligations”), and upon the Authority satisfying all of the obligations imposed upon them under this Purchase Agreement. This offer is made subject to the Authority’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 P.M., local time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. All capitalized terms used herein, which are not otherwise defined herein, shall have the meaning provided for such terms in the Official Statement (hereinafter defined) or the Indenture of Trust, dated as of March 1, 2024 (the “Indenture”), by and between the Authority and Wilmington Trust, National Association (“Wilmington Trust”), as trustee. The Local Obligations are being issued pursuant to five separate Bond Indentures, each by and between the applicable Community Facilities District and Wilmington Trust, National Association, as trustee (collectively, the “Local Obligations Security Documents”). 1. Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby agrees to sell to the Underwriter all (but not less than all) of the Page 596 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 $_______ aggregate principal amount of the Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $________ (being 100% of the aggregate principal amount thereof plus an original issue premium of $________ and less an Underwriter’s discount of $_______). From the proceeds of the Bonds, the Authority agrees to purchase each of the Local Obligations pursuant to the terms of the Local Obligations Purchase Agreement, dated _________, 2024 (the “Local Obligations Purchase Agreement”), among the Authority and the Community Facilities Districts. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Revenues as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Marks-Roos Local Bond Pooling Act of 1985, as amended, being Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”). The issuance of the Bonds has been duly authorized by the Authority pursuant to Resolution No. ____ (the “Authority Resolution”) adopted by the Board of Directors of the Authority on ______, 2024. The Bonds are being issued to purchase the Local Obligations. The Local Obligations shall each be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes pledged thereto as provided in each of the Local Obligations Security Documents. The Local Obligations are each being issued under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Community Facilities District Act”). The issuance of the Local Obligations have been duly authorized by the Community Facilities Districts, pursuant to five separate resolutions (collectively, the “Districts Resolutions”) adopted by the City Council of the City of Chula Vista, acting as legislative body of each Community Facilities District (the “City Council”). The net proceeds of the Local Obligations, along with other available funds, will be used to: (i) provide funds to refund the Prior Bonds (as defined in the Indenture), and simultaneously defease the Authority’s Special Tax Refunding Revenue Bonds, Series 2013 (the “2013 Bonds”); (ii) purchase a debt service reserve insurance policy for deposit in the Reserve Fund to fund the initial Reserve Requirement (the “Reserve Policy”); and (iii) pay the costs of issuing the Bonds. A. The Authority acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations and agreements made by t he Authority herein and by the Community Facilities Districts in the Local Obligation Purchase Agreement, and the Authority shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation or agreement made by the Authority herein is incorrect in any material respect. The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Authority and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Page 597 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority or the Community Facilities Districts with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority or the Community Facilities Districts on other matters); (iv) the Underwriter has financial and other interests that differ from those of Authority and the Community Facilities Districts; and (v) the Authority and the Community Facilities Districts have consulted their own legal, financial and other advisors to the extent that they have deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rule G - 17 of the Municipal Securities Rulemaking Board (the “MSRB”). The Authority acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB and acknowledges that it has engaged Harrell & Company Advisors, LLC, as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) (the “Municipal Advisor”) and will rely solely on the Municipal Advisor for financial advice with respect to the Bonds. B. Pursuant to the authorization of the Authority, the Underwriter has distributed copies of the Preliminary Official Statement dated ______, 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” The Authority agrees to execute and deliver a final official statement relating to the Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Stradling Yocca Carlson & Rauth LLP, as Bond Counsel (“Bond Counsel”) and as Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 2(P) hereof. The Authority hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Authority further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Local Obligations Security Documents, this Purchase Agreement, the Escrow Agreement, dated as of March 1, 2024 (the “Escrow Agreement”), between the Authority and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), the Local Obligations Purchase Agreement, and all information contained herein, and all other documents, certificates and written statements furnished by or on behalf of the Authority or the Community Facilities Districts to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Authority will undertake pursuant to a Continuing Disclosure Agreement dated as of March 1, 2024 (the “Continuing Disclosure Agreement”), between the Authority and Spicer Consulting Group, LLC, as dissemination agent, in the form attached to the Official Statement, to provide annual reports and notices of certain enumerated events. D. Except as the Underwriter and the Authority may otherwise agree, the Authority will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Authority, the documents hereinafter mentioned; and the Authority will deliver to the Underwriter Page 598 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 through the facilities of The Depository Trust Company (“DTC”) in New York, New York, the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Authority and authenticated by Wilmington Trust in the manner provided for in the Indenture and the Bond Law at 8:30 a.m. California time, on _______, 2024 (the “Closing Date”), and the Underwriter will accept such delivery and remit the net amount described in the second paragraph of this Section 1 by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”) to Wilmington Trust as contemplated by the Indenture. The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC. E. The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 1. The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. 2. Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. 3. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (t he “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price Page 599 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: a. the close of the fifth (5th) business day after the sale date; or b. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. 4. The Underwriter confirms that: a. any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. b. any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply Page 600 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. 5. The Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been creat ed in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. 6. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: a. “public” means any person other than an underwriter or a related party; b. “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); c. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and d. “sale date” means the date of execution of this Purchase Agreement by the Underwriter and the Authority. Page 601 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 2. Representations and Covenants of the Authority. The Authority represents and covenants to the Underwriter that: A. The Authority is a joint exercise of powers authority, duly organized and existing under the Constitution and laws of the State of California (the “State”), and formed pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code (the “JPA Act”), with full right, power and authority to: (i) execute and deliver this Purchase Agreement, the Local Obligations Purchase Agreement, the Continuing Disclosure Agreement and the Indenture; (iii) adopt the Authority Resolution; (iv) issue, sell and deliver the Bonds to the Underwriter as provided herein; (v) purchase the Local Obligations; and (vi) carry out and consummate the transactions on its part contemplated by this Purchase Agreement, the Indenture and the Official Statement. The Indenture, the Bonds, the Continuing Disclosure Agreement, the Local Obligations Purchase Agreement, the Escrow Agreement and this Purchase Agreement are collectively referred to herein as the “Authority Documents.” B. By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery by the Authority of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents, and has approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable upon the Authority in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, debt adjustment, fraudulent conveyance or transfer, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Authority, affecting remedies or creditors’ rights generally, and to the exercise of judicial discretion in appropriate cases. The Authority has complied, and will at the Closing Date be in compliance in all material respects, with the terms of the Authority Documents that are applicable to the Authority. C. The information in the Preliminary Official Statement and in the Official Statement relating to the Authority and the Bonds (other than statements pertaining to DTC or the book-entry system, the Reserve Policy, or any information provided by the Underwriter, as to which no view is expressed), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. D. Up to and including 25 days after the End of the Underwriting Period (as defined below), the Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used Page 602 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be a written notice delivered to the Authority at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.” E. As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, the Authority is not, and as of the Closing Date, will not be in any material respect that would affect the Authority’s compliance with or performance under the Authority Documents, in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject; and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute in any material respect a default or event of default under any such instrument; which breach, default or event could have an adverse effect on the Authority’s ability to perform its obligations under the Authority Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents. F. At the time of acceptance hereof there is not, and as of the Closing Date, there will not be any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending (notice of which has been served on the Authority) or to the knowledge of the Authority threatened, in which any such Action: (i) in any way questions the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Revenues (as defined in the Indenture) or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Authority Documents or the consummation of the transactions on the part of the Authority contemplated thereby; (iii) contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the Authority which may result in any material adverse change relating to the financial condition of the Authority; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the time of acceptance hereof, there is not, and as of the Closing Date, there will not be any basis known to Page 603 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 the Authority for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. G. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the sole expense of the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the Authority will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. H. The Authority Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement. The Authority represents that the Bonds, when issued, executed and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Indenture. The Indenture creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Indenture, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. I. The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority is a bond issuer whose arbitrage certifications may not be relied upon. J. Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Authority to the Underwriter as to the statements made therein. K. The Revenues constituting the security for the Bonds have been duly and lawfully authorized and may be pledged under the Bond Law and other applicable laws of the State. L. The Authority will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Official Statement. M. Between the date of this Purchase Agreement and the Closing Date, the Authority will not offer or issue any bonds, notes or other obligations for borrowed money secured by the Revenues not previously disclosed to the Underwriter. N. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the Authority will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Indenture. O. The Authority has covenanted to comply with the Internal Revenue Code of 1986, as amended, with respect to the Bonds; and the Authority shall not knowingly take or Page 604 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable State tax, of the interest on the Bonds. P. The Preliminary Official Statement was deemed final by a duly authorized officer of the Authority prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. T he Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Und erwriter, the Authority shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of the Rule and Rules G-12, G- 15, G-32 and G-36 of the MSRB. The Authority hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counsel and the Underwriter, from time to time prior to the Closing Date. The Authority hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein, and all other documents, certificates and written statements furnished by the Authority to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The execution and delivery of this Purchase Agreement by the Authority shall constitute a representation by the Authority to the Underwriter that the representations contained in this Section 2 are true as of the date hereof. 3. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations on the part of the Authority contained herein, to the accuracy in all material respects of the statements of the officers and other officials of the Authority made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date and, to the following additional conditions: A. At the Closing Date, the Authority Documents, the Authority Resolution, the Districts Resolutions, the Local Obligations Security Documents, the Local Obligations Purchase Agreement, and the Local Obligations shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the Local Obligations, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate. B. At the Closing Date, except as described in the Preliminary Official Statement, the Authority shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or a dministrative rule or regulation of the State of California, the United States of America, or of any department, Page 605 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, and the performance by the Authority of its obligations under the Authority Documents and the Authority Resolution, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, in any manner that would materially and adversely affect the performance by the Authority of its obligations under the Authority Documents or the Authority Resolution. C. The information contained in the Official Statement (other than statements pertaining to DTC or the book-entry system, the Reserve Policy, or any information provided by the Underwriter, as to which no view is expressed), will be, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. D. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the inside cover page of the Official Statement, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: 1. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; 2. Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds or the Local Obligations, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture or the Local Obligations Security Documents are not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as Page 606 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 12 amended, or that the issuance, offering or sale of obligations of the general character of the Bonds or the Local Obligations, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; 3. Any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; 4. A general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; 5. The introduction, proposal or enactment of any amendment to the Federal or California Constitution or any action by any Federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority, the Community Facilities Districts or their property, income, securities (or interest thereon), the validity or enforceability of Special Taxes, or the ability of the Authority to purchase the Local Obligations; 6. Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement, or has the effect that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; 7. There shall have occurred any materially adverse change in the affairs or financial condition of the Authority or the Community Facilities Districts; 8. Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds, the Local Obligations or obligations of the general character of the Bonds or the Local Obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; 9. There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; 10. The purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; 11. Any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation or interest rates) or Page 607 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 the extension of credit by, or a charge to the net capital requirements of credit by, or a charge to net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States of America, or by Executive Order; 12. A decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; 13. The withdrawal or downgrading or the placing on credit watch with negative outlook of any rating on the Bonds by a national rating agency; 14. A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; 15. The commencement of any Action, as set forth in Section 2(F) hereof; 16. There shall have occurred any national or international calamity or crisis in the financial markets or otherwise of the United States or elsewhere; or 17. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission against the Community Facilities Districts or the Authority. E. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter: 1. The Official Statement, executed on behalf of the Authority by its Executive Director or other authorized officer; 2. The Authority Documents, duly executed and delivered by all parties thereto; 3. The Authority Resolution, together with a certificate of the Secretary of the Authority, dated as of the Closing Date, to the effect that such resolution is a true, correct and complete copy of the resolution duly adopted by the Board of Directors of the Authority; 4. The Districts Resolutions, together with a certificate dated as of the Closing Date of the City Clerk to the effect that the Districts Resolutions are true, correct and complete copies of the resolutions duly adopted by the City Council, acting as the legislative body of the Community Facilities Districts; Page 608 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 5. The Local Obligations Security Documents; 6. An approving opinion for the Bonds, dated the Closing Date and addressed to the Authority, of Bond Counsel, in substantially the form included as an appendix to the Official Statement, together with a letter from such counsel, dated the Closing Date and addressed to the Underwriter and Wilmington Trust, to the effect that the foregoing opinion addressed to the Authority may be relied upon by the Underwriter and Wilmington Trust to the same extent as if such opinion were addressed to them; 7. A supplemental opinion or opinions, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the following effect: (i) This Purchase Agreement has been duly authorized, executed and delivered by the Authority, and constitutes the legal, valid and binding obligation of the Authority, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting enforcement of creditors’ rights, or by the application of equitable principles if equitable remedies are sought; (ii) The Authority is duly organized and validly existing under the Joint Powers Act; (iii) The Bonds conform as to form and tenor to the description thereof contained under the captions “INTRODUCTION,” and “THE BONDS” in the Official Statement, and the statements contained in the Official Statement under the captions “THE BONDS,” “SECURITY FOR THE BONDS,” “TAX MATTERS,” “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” in Appendix B of the Official Statement and “FORM OF OPINION OF BOND COUNSEL” in Appendix E of the Official Statement are accurate in all material respects insofar as such statements purport to summarize certain provisions of the Act, the Bonds, the Indenture, the applicable provisions of the United States Internal Revenue Code or Bond Counsel’s opinion with respect to the Bonds; and (iv) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; 8. An opinion, dated the Closing Date and addressed to the Authority, the Underwriter, and Wilmington Trust, of Bond Counsel, as to the effective defeasance of the Prior Bonds and the 2013 Bonds in form and substance acceptable to the Underwriter; 9. A certificate, dated the Closing Date and signed by the Chair of the Authority or other authorized officer, to the effect that: (i) the representations of the Authority contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the Authority has in all material respects complied with the agreements and satisfied the conditions on its part to be performed or satisfied under the Authority Documents and the Authority Resolution at or prior to the Closing Date; Page 609 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 10. An opinion of Lounsbery Ferguson Altona & Peak LLP, Escondido, California, counsel to the Authority, dated the date of Closing and addressed to the Underwriter and the Authority, to the effect that: (i) The Authority is a joint powers authority, duly organized and validly existing under the laws of the State of California; (ii) The Authority Resolution was duly adopted at a regular meeting of the governing body of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Authority Resolution is in full force and effect and has not been modified, amended, rescinded or repealed since the date of its adoption; and (iii) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation against the Authority before or by any court, public board or body pending (notice of which has been served on the Authority) or, to the best of such counsel’s knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the Authority, or the titles of its members and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the collection of the Revenues or the pledge thereof; (c) in any way question or affect any of the rights, powers, duties or obligations of the Authority with respect to the Revenues or the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds; or (e) in any way question or affect the Authority Documents, the Official Statement or the transactions contemplated by the Authority Documents, the Official Statement, or any activity regarding the Bonds; 11. A letter or letters from Disclosure Counsel, dated the Closing Date and addressed to the Authority and to the Underwriter, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement and Official Statement, but on the basis of their participation in conferences with representatives of the City, the Authority, the Community Facilities Districts, the Special Tax Consultant (as defined below), the Municipal Advisor, Wilmington Trust and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and as of the date of this Purchase Agreement and the Official Statement as of its date and as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial statements or other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, archeological or environmental matters, or any information about the Reserve Policy, The Depository Trust Company or the book-entry-only system); 12. A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds and the Local Obligations, including certified copies of the Indenture, the Local Obligations Security Documents and the resolutions of the Community Facilities Districts and the Authority relating thereto; Page 610 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 13. A certificate dated the Closing Date from Spicer Consulting Group, LLC (the “Special Tax Consultant”) for the Community Facilities Districts to the effect that: (i) with respect to each Taxing Jurisdiction (as defined in the Official Statement), the Special Tax if collected in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of Special Taxes for the Taxing Jurisdiction (the “Taxing Jurisdiction RMA”) as of the Closing Date would generate at least 110% of the annual debt service payable with respect to the Local Obligations of the Taxing Jurisdiction, based on such assumptions and qualifications as shall be acceptable to the Underwriter; and (ii) the statements in the Official Statement provided by Special Tax Consultant concerning the Special Taxes and each Taxing Jurisdiction RMA and all information supplied by it for use in the Official Statement as of the date of the Official Statement and as of the Closing Date did not and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; 14. A certificate of the Municipal Advisor, dated the Closing Date and addressed to the Authority and the Underwriter, to the effect that while the Municipal Advisor has not independently verified or undertaken an independent investigation of the information in the Preliminary Official Statement and the Official Statement, based on its participation in the preparation and review of the Preliminary Official Statement and Official Statement, no information has come to its attention which would lead it to believe that the information contained in the Preliminary Official Statement, as of its date and as of the date of this Purchase Agreement and the Official Statement, as of its date and the Closing Date, is not true or correct in all material respects, or that the Preliminary Official Statement, as of its date and as of the date of this Purchase Agreement and the Official Statement, as of its date and the Closing Date contains any untrue statement of a material fact or omits to state a material fact where necessary to make a statement not misleading in light of the circumstances under which it was made (except that no representation need be expressed as to any financial, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, any information about feasibility, valuation, appraisals, assessed values, market absorption, real estate, ownership, environmental or archaeological matters, Appendices A, B, C, D, E, F or G thereto, or any information about book-entry, The Depository Trust Company, the Reserve Policy, debt service requirements or tax exemption included or referred t o therein, which may be expressly excluded from the scope of the representations).; 15. Certified copies of the general resolution of Wilmington Trust authorizing the execution and delivery of certain documents by certain officers of Wilmington Trust, which resolution authorizes the execution of the Indenture, the Local Obligations Security Documents, the Escrow Agreement and the authentication of the Bonds and the Local Obligations; 16. A certificate of Wilmington Trust, addressed to the Underwriter, the Authority and the Community Facilities Districts dated the Closing Date, to the effect that: (i) Wilmington Trust is authorized to carry out corporate trust powers, and have full power and authority to perform its duties under the Indenture, the Local Obligations Security Documents and the Escrow Agreement; (ii) Wilmington Trust is duly authorized to execute and deliver the Indenture, the Local Obligations Security Documents and the Escrow Agreement, to accept the obligations on its part created by the Indenture, the Local Obligations Security Documents and the Escrow Agreement and to authenticate the Bonds and the Local Obligations pursuant to the terms of the Indenture and the Local Obligations Security Documents, respectively; (iii) no consent, approval, authorization or other action by any governmental or regulatory authority Page 611 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 having jurisdiction over Wilmington Trust that has not been obtained is or will be required for the authentication of the Bonds or the Local Obligations or the consummation by Wilmington Trust of the other transactions contemplated to be performed by Wilmington Trust in connection with the authentication of the Bonds and the Local Obligations and the acceptance and performance of the obligations on its part created by the Indenture, the Local Obligations Security Documents and the Escrow Agreement; and (iv) to the best of its knowledge, compliance with the terms of the Indenture, the Local Obligations Security Documents and the Escrow Agreement will not conflict in any material respect with, or result in a violation or breach of, or constitute a default under any material agreement or material instrument to which Wilmington Trust is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over Wilmington Trust or any of its activities or properties; 17. An opinion of counsel to Wilmington Trust, dated the Closing Date, addressed to the Underwriter, the Authority and the Community Facilities Districts to the effect that Wilmington Trust is a national banking association duly organized and validly existing under the laws of the United States having full power and being qualified to enter into, accept and agree to the provisions of the Indenture, the Local Obligations Security Documents and the Escrow Agreement, and that each of such documents has been duly authorized, executed and delivered by Wilmington Trust and, assuming due execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of Wilmington Trust enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought; 18. An opinion of Kutak Rock LLP, counsel for the Underwriter, dated the date of the Closing, addressed to the Underwriter in form and substance acceptable to the Underwriter; 19. A tax certificate, duly executed and delivered by the Authority; 20. A copy of the Report of Proposed Debt Issuance and Report of Final Sale for the Bonds required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code; 21. A letter addressed to the Underwriter, the Authority and Bond Counsel, dated the date of the Closing, from Robert Thomas CPA, LLC (the “Verification Agent”), verifying the accuracy of the mathematical computations concerning the adequacy of the moneys to be deposited with the Escrow Agent to pay when due, the principal, whether at maturity or upon prior redemption, interest and redemption premium requirements of the Prior Bonds and 2013 Bonds; 22. Evidence that any ratings described in the Official Statement are in full force and effect as of the Closing Date; 23. The executed Reserve Policy; 24. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations of the Authority Page 612 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Authority and the Community Facilities Districts at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Authority and the Community Facilities Districts in connection with the transactions contemplated hereby and by the Local Obligations Security Documents, the Indenture and the Official Statement. If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Authority nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the Authority set forth in Section 5 hereof shall continue in full force and effect. 4. Conditions to the Obligations of the Authority. A. The obligations of the Authority shall be subject to the satisfaction of the conditions contained in Section 3.E. of this Purchase Agreement and to the satisfaction by the Community Facilities Districts of their obligations to the Local Obligations Purchase Agreement. B. If the Authority shall be unable to satisfy the conditions to the obligations of the Authority to purchase, accept delivery of and pay for the Local Obligations contained in the Local Obligations Purchase Agreement, or if the obligations of the Authority to purchase, accept delivery of and pay for the Local Obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Authority shall not be under any further obligation hereunder, except that the obligations set forth in Section 5 hereof shall continue in full force and effect. 5. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay (except as provided in the paragraph below), and the Authority shall pay only from the proceeds of the Bonds, or cause the Community Facilities Districts to pay out of the proceeds of the Local Obligations or any other legally available funds of the Community Facilities Districts or the Authority, but only as the Authority and such other party providing such services may agree, all expenses and costs of the Authority incident to the performance of its obligations in connection with the authorization, execution, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, initial fees of the Wilmington Trust, including fees and disbursements of its counsel, if any, fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor, and other professional advisors employed by the Authority, and costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bonds. The Underwriter shall pay all out-of -pocket expenses of the Underwriter, including, without limitation, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, including fees of its counsel. Any meals in connection with or adjacent to meetings, rating agency presentations, pricing activities or other transaction- related activities shall be considered an expense of the transaction and included in the expense component of the Underwriter’s discount. Page 613 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 6. Notices. Any notice of other communication to be given to the Authority under this Purchase Agreement may be given by delive ring the same in writing at its address set forth above; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Raymond James & Associates, Inc., 39 E. Union Street, Pasadena, California 91103, Attention: Public Finance. 7. Parties In Interest. This Purchase Agreement is made solely for the benefit of the Authority and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 8. Survival of Representations. The representations of the Authority under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds. 9. Entire Agreement. This Purchase Agreement, when accepted by the Authority, shall constitute the entire agreement among the Authority and the Underwriter and is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of any Underwriter). Except for Bond Counsel, no other person shall acquire or have any right hereunder by virtue hereof. All the Authority’s representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Agreement. 10. Execution in Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 11. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance. 12. Reliance on Representations and Warranties. The Authority hereby acknowledges that the Underwriter, in executing this Purchase Agreement and in paying for the Bonds as provided herein, is relying upon the representations and warranties of the Authority set forth herein. 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Purchase Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. 14. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding among the parties hereto in relation to the sale of the Bonds by the Authority. 15. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California. Page 614 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 615 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 16. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance. Very truly yours, RAYMOND JAMES & ASSOCIATES, INC., as Underwriter By: Its: Authorized Officer The foregoing is hereby agreed to and accepted as of the date first above written: CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: Authorized Signatory Time of Execution: _____________ p.m. California time [EXECUTION PAGE OF BOND PURCHASE AGREEMENT] Page 616 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 EXHIBIT A CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 MATURITY SCHEDULE Maturity Date (September 1) Principal Amount Interest Rate Yield Price 10% Test Satisfied* 10% Test Used Hold the Offering Price Rule Used 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 __________________ * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement. Page 617 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda B-1 EXHIBIT B $_______ CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 FORM OF ISSUE PRICE CERTIFICATE The undersigned, on behalf of Raymond James & Associates, Inc. (“Raymond James”) hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the “Bonds”). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Issuer means the Chula Vista Municipal Financing Authority. (c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Raymond James’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Page 618 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda B-2 RAYMOND JAMES & ASSOCIATES, INC. By: Name: Dated: [Closing Date] Page 619 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda B-3 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES (Attached) Page 620 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/22/24 4878-1475-3178v3/024036-0097 LOCAL OBLIGATIONS PURCHASE AGREEMENT This LOCAL OBLIGATIONS PURCHASE AGREEMENT (this “Purchase Agreement”), dated __________, 2024, is by and among the following parties: (i) Chula Vista Municipal Financing Authority (the “Authority”), a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”); (ii) City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (“CFD No. 06-I”), a community facilities district organized and existing under the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”); (iii) City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) (“CFD No. 07-I”), a community facilities district organized and existing under the Mello- Roos Act; (iv) City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) (“CFD No. 08-I”), a community facilities district organized and existing under the Mello-Roos Act; and (v) City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) (“CFD No. 2001-2”), a community facilities district organized and existing under the Mello-Roos Act (CFD No. 06-I, CFD No. 07-I, CFD No. 08-I and CFD No. 2001-2 shall each be referred to herein as a “CFD” and together as the “CFDs”). WITNESSETH: WHEREAS, the Authority is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing or refinancing for public capital improvements of certain local agencies within the State of California, including the CFDs; WHEREAS, the CFDs are issuing the following bonds (the “Local Obligations”) pursuant to the following bond indentures to discharge the outstanding bonds described below: (a) $_________ City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds (the “CFD No. 06-I IAA Bonds”) being issued by CFD No. 06-I pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 06-I IAA Indenture”), by and between CFD No. 06-I and Wilmington Trust, National Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAA Bonds”); (b) $_________ City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds (the “CFD No. 06-I IAB Bonds”) being issued by CFD No. 06-I pursuant to a Bond Indenture, dated as of Page 621 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4878-1475-3178v3/024036-0097 March 1, 2024 (the “CFD No. 06-I IAB Indenture”), by and between CFD No. 06-I and Wilmington Trust, National Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAB Bonds”); (c) $_________ City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds (the “CFD No. 07-I Bonds”) being issued by CFD No. 07-I pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 07-I Indenture”), by and between CFD No. 07-I and Wilmington Trust, National Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 07-I Bonds”); (d) $_________ City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds (the “CFD No. 08-I Bonds”) being issued by CFD No. 08-I pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 08-I Indenture”), by and between CFD No. 08-I and Wilmington Trust, National Association, as trustee to refund the outstanding City of Chula Vista Community Facilities District No. 0 8-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 08-I Bonds”); and (e) $_________ City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six) 2024 Special Tax Refunding Bonds (the “CFD No. 2001-2 Bonds”) being issued by CFD No. 2001-2 pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 2001-2 Indenture” and together with the CFD No. 06-I IAA Indenture, the CFD No. 06-I IAB Indenture, the CFD No. 07-I Indenture and the CFD No. 08-I Indenture, the “CFD Indentures” and each a “CFD Indenture”), by and between CFD No. 2001-2 and Wilmington Trust, National Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 2001-2 Bonds” and together with the Prior CFD No. 06-I IAA Bonds, the Prior CFD No. 06-I IAB Bonds, the Prior CFD No. 07-I Bonds and the Prior CFD No. 08-I Bonds, the “Prior Bonds”); WHEREAS, the Authority has authorized the issuance of its $___________ Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 (the “Authority Bonds”), under an Indenture of Trust dated as of March 1, 2024 (the “Authority Indenture”), by and between the Authority and Wilmington Trust, National Association, as trustee (the “Trustee”) and under the Bond Law for the purpose of refunding the Authority’s Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, the Authority and the CFDs desire to enter into this Purchase Agreement providing for the purchase and sale of the Local Obligations by the CFDs to the Authority and containing the other agreements herein set forth. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Authority and the CFDs agree as follows: 1. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the CFDs hereb y commit to sell to the Authority and do hereby sell to the Authority, and the Authority hereby commits to purcha se from the CFDs and does hereby Page 622 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4878-1475-3178v3/024036-0097 purchase from the CFDs, the Local Obligations. The Local Obligations will bear the annual interest rates and mature at the times set forth in Exhibit A attached hereto and hereby made a part hereof. The aggregate purchase price of the Local Obligations is set forth below and the individual purchase price of each issue of the Local Obligations shall be as set forth in Exhibit A. 2. All terms not herein defined shall have the meanings given such terms in the Authority Indenture. 3. The CFDs confirm that there are no substantial conditions precedent to the i ssuance by the CFDs and to the sale (as provided herein) and the delivery to the Authority of the Local Obligations. 4. The parties hereto hereby specify ________, 2024, as the date of closing of the purchase of the Local Obligations hereunder (the “Closing Date”). The Local Obligations shall be registered in the name of the Trustee, as assignee of the Authority. On the Closing Date, each CFD shall issue and deliver its Local Obligations to the Trustee. 5. Each series of the Local Obligations shall be as described in the Official Statement dated as of the date hereof relating to the Authority Bonds (the “Official Statement”) and shall be issued and secured under the provisions of the applicable CFD Indenture. The Local Obligations and interest thereon will be payable from Special Taxes levied and collected in accordance with th e CFD Indentures. 6. Any action under this Purchase Agreement taken by the Authority, including payment for and acceptance of the Local Obligations, and delivery and execution of any receipt for the Local Obligations and any other instruments in connection with the closing on the Closing Date, shall be valid and sufficient for all purposes and binding upon the Authority, provided that any such action shall not impose any obligation or liability upon the Authority other than as may aris e as expressly set forth in this Purchase Agreement. 7. It is a condition to the CFDs’ sale and delivery of the Local Obligations to the Authority, and to the Authority’s purchase of the Local Obligations, that the entire aggregate principal amount of the Local Obligations set forth in Exhibit A shall be delivered by the CFDs, and accepted by the Authority, on the Closing Date. 8. The CFDs have furnished some, but not all, of the information contained in the Official Statement and hereby authorize the use of that information by the Authority in connection with the public offering and sale of the Authority Bonds. 9. Each CFD represents and warrants to the Authority that: (a) It is a community facilities district formed under the Mello-Roos Act, duly organized and existing under the Constitution and laws of the State of California, and has, and on the Closing Date will have, full legal right, power and author ity (i) to enter into this Purchase Agreement and to execute and deliver its CFD Indenture relating to its Local Obligations (the CFD Indentures and this Purchase Agreement are referred to collectively herein as the “CFD Documents”), (ii) to issue, sell and deliver its Local Obligations to the Authority as provided h erein, and (iii) to carry out and consummate the transactions contemplated by its CFD Documents and the Official Statement; Page 623 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4878-1475-3178v3/024036-0097 (b) It has complied, and will on the Closing Date be in compliance in all respects, with the CFD Documents to which it is a party; (c) By official action of the City Council of the Chula Vista (the “City”), as the legislative body of the CFD, the CFD has duly authorized and approved the execution and delivery of, and the performance of its obligations contained in, its Local Obligations and its CFD Documents, and the consummation by it of all other transactions contemplated by the Official Statement; (d) The execution and delivery of the CFD Documents to which it is a party and its Local Obligations and compliance with the provisions of each thereof, and the carrying out and consummation of the transactions contemplated by the Official Statement, will no t conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State of California or the United States, or any applicable judgment, decree, agreement or other instrument to which it is a party or is otherwise subject; (e) To its knowledge, at the time of its acceptance hereof and at all times subsequent thereto up to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein with respect to it and its CFD Documents, in the light of the circumstances under which they were made, not misleading; (f) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or, to its knowledge, threatened against it, wherein an unfavorable decision, ruling or finding would: (i) affect its creation, organization, existence or powers or the titles of its members and officers to their respective offices, (ii) enjoin or restrain the issuance, sale and delivery of its Local Obligations, the levy and receipt of the Special Taxes which secure its Local Obligations, or the pledge thereof, (iii) in any way question or affect any of its rights, powers, duties or obligations with respect to the moneys pledged or to be pledged to pay the principal of, premium, if any, or interest on its Local Obligations, (iv) in any way question or affect any authority for the issuance of its Local Obligations, or the validity or enforceability of its Local Obligations or the CFD Documents to which it is a party, or (v) in any way question or affect this Purchase Agreement or the transactions contem plated by the CFD Documents to which it is a party, the Official Statement, the other documents referred to in the Official Statement, or any other agreement or instrument to w hich it is a party relating to its Local Obligations; (g) It will furnish such information, execute such instruments and take such other action in cooperation with the Authority, as the Authority may reasonably request, to qualify the Authority Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Authority may designate, and will assist, if necessary therefor, in the continuance of such qualifications in effect as long as required for the distribution of the Authority Bonds; provided, however, that it shall not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any state; (h) The issuance and sale of its Local Obligations is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof; Page 624 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4878-1475-3178v3/024036-0097 (i) Any certificate signed by any official of the City authorized to do so on its behalf shall be deemed a representation and warranty by the CFD to the Authority as to the statements made therein. 10. If between the date of this Purchase Agreement and the date twenty-five (25) days after the Closing Date an event occurs which is materially adverse to the purpose for which the Official Statement is to be used which is not disclosed in the Offi cial Statement, it shall notify the Authority of such fact. 11. At 9:00 a.m., Pacific Time, on the Closing Date, or at such other time or on such other date as is mutually agreed by the City and the Authority (a) the CFDs will deliver the Local Obligations to the Trustee in definitive form, duly executed, together with the other documents hereinafter mentioned, (b) subject to the terms and conditions hereof, the Truste e will accept such delivery and pay the purchase price of the Local Obligations. Delivery and payment, as aforesaid, shall be made at such place as shall have been mutually agreed upon by the City and the Authority. 12. The Authority has entered into this Purchase Agreement in reliance upon t he representations, warranties and agreements of the CFDs contained herein and to be contained in the documents and instruments to be delivered on the Closing Date, and upon the performance by the CFDs of their respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Authority’s obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Local Obligations shall be subject to the performance by the CFDs of their respective obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and shall also be subject to the following conditions: (a) The representations and warranties of the CFDs contained herein shall be true, complete and correct on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) On the Closing Date the CFD Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, and the Official Statement shall not have been amended, modified or supplemented, except in either case as may have been agreed to by both the Authority and Raymond James & Associates, Inc., as underwriter of the Authority Bonds (the “Underwriter”); (c) As of the Closing Date, all official action of the CFDs relating to the issuance of the Local Obligations and the execution and delivery of the CFD Documents, shall be in full force and effect, and there shall have bee n taken all such actions as, in the opinion of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”), shall be necessary or appropriate in connection therewith, with the issuance of the Authority Bonds and the Local Obligations, and with the transactions contemplated hereby, all as described in the Official Statement; (d) The Authority shall have the right to terminate the Authorit y’s obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Local Obligations by notifying the CFDs of its election to do so if, after the execution h ereof and prior to the Closing Date: (i) either the marketability of the Authority Bonds or the market price of the Authority Bonds, in the opinion of the Authority, has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of the State of California, by any ruling or regulation (final, temporary or proposed) issued by or on behalf of the Page 625 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4878-1475-3178v3/024036-0097 Department of the Treasury of the United States, the Internal Revenue Service, or other governmental agency of t he United States, or any governmental agency of the State of California, or by a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or by legislation enacted by, pending in, or favorably reported to either the House of Representatives or the Senate of the Congress of the United States or either house of the Legislature of the State of California, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication, affecting the tax status of the Authority or the CFDs, their property or income, their bonds (including the Authority Bonds and the Local Obligations) or the interest thereon, or any tax exemption granted or authorized by the Bond Law; (ii) the United States shall have become engaged in: hostilities which have resulted in a declaration of war or national emergency, or there shall have occurred any other outbreak of hostilities, or a local, national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis b eing such as, in the reasonable opinion of the Authority, would affect materially and adversely the ability of the Authority to market the Authority Bonds (it being agreed by the Authority that there is no outbreak, calamity or crisis of such a character as of the date hereof); (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York State or California State authorities; (iv) there shall have occurred a withdrawal or downgrading of any rating assigned to the Authority Bonds; (v) an event occurs which in the opinion of the Authority requires a supplement or amendment to the Offici al Statement, and such supplement or amendment is not agreed to by the CFDs; or (v) any other event occurs which results in the Underwriter for the Authority Bonds canceling its purchase of the Authority Bonds; and (e) On or prior to the Closing Date, the Authority shall have received each of the following documents: (1) All documents and opinions required to be received by the Trustee prior to the application of proceeds of the Authority Bonds to the purchase of the Local Obligations; (2) Opinions, in form and substance satisfactory to the CFDs and the Authority, dated as of the Closing Date, of Bond Counsel, approving, without qualification, the validity of the Local Obligations; (3) A letter of Bond Counsel, dated the Closing Date and addressed to the Authority and the Underwriter, to the effect that the opinions referred to in the preceding subparagraph (2) may be relied upon by the Authority and the Underwriter to the same extent as if such opinions were addressed to it; (4) A supplemental opinion, dated the Closing Date and addressed to the Authority and the Underwriter, of Bond Counsel to the effect t hat this Purchase Agreement has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Authority, constitutes a legal, valid and binding agreement of the CFDs enforceable in accordance with its terms, except as such enforceability may be limited by th e application of equitable principles if equitable remedies are sought, and that the statements contained in the Official Statement (including the cover page and the Appendices thereto), insofar as such s tatements purport to summarize certain provisions of the Local Obligations or the CFD Documents, are accurate in all material respects; Page 626 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4878-1475-3178v3/024036-0097 (5) A certificate dated the Closing Date, addressed to the Authority and the Underwriter, signed by an official of the CFDs having knowledge of the facts, to the effect that: (i) The representations and warranties of the CFDs contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; and (ii) The CFDs have complied with all agreements, covenants and arrangements, and satisfied all conditions, on their part to be complied with or satisfied on or prior to the Closing Date. (6) An opinion, dated the date of Closing and addressed to the Authority and the Underwriter, of the City Attorney to the City (or any interim City Attorney), as counsel to the CFDs, to the effect that (A) the CFD Documents have been duly authorized, executed and delivered by the CFDs and constitute the legal, valid and binding agreement of the CFDs enforceable in accordance with their respective terms, except as such enforceability may be limited by th e application of equitable principles if equitable remedies are sought, (B) except as is specifically disclosed in the Official Statement, and to the best of their knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the City or any CFD has been served with process or threatened, which (i) in any way questions the powers of the City Council or of any CFD, (ii) in any way questions the validity of any proceeding taken by the City Council in connection with the issuance of any of the Local Obligations, (iii) wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the CFD Documents, (iv) which, in any way, could adversely affect the validity or enforceability of the CFD Documents or any of the Local Obligations, or (v) in any other way questions the status of the Local Obligations under State tax laws or regulations, and (C) neither the execution and delivery of the Local Obligations and the CFD Documents, nor the consummation of the transactions on the part of each CFD co ntemplated therein or the compliance by each CFD with the provisions thereof, will conflict with, or constitute on the part of any CFD a violation of, or a breach of or default under, (i) any indenture, mortgage, commitment, note or other agreement or instrument to which the City or any CFD is a party or by which it is bound, (ii) any provision of the Mello -Roos Act or the State Constitution or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which any CFD (or the members of the City Council of the City or any of its officers in their respective capacities as such) is subject, that would have a material adverse effect on the ability of any CFD to perform its respective obligations under its respective series of Local Obligations or CFD Documents; provided, however, that no opinion need be expressed as to financial capability or lack thereof; (7) Such additional legal opinions, certificates, instruments and documents as the Authority or the Underwriter may reasonably request to ev idence the truth and accuracy, as of the date hereof and as of the Closing Date, of the CFDs’ representations and warranties contained herein and of the statements and information contained in the Official Statement; and (8) Executed copies of the CFD Documents. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Authority and the Page 627 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4878-1475-3178v3/024036-0097 Underwriter, but the approval of the Authority and the Underwriter shall not be unreasonably withheld. The issuance and delivery of the Local Obligations shall constitute evidence of the satisfactory nature of such as to the Authority and the Underwriter. The performance of any and all obligations of the CFDs hereunder and the performance of any and all conditions contained herein for the benefit of the Authority and the Underwriter may be waived b y the Authority and the Underwriter in their sole discretion. If the CFDs shall be unable to satisfy the conditions to the obligati ons of the Authority to purchase, accept delivery of and pay for the Local Obligations contained in this Purchase Agreement, or if the obligations of the Authority to purchase, accept delivery of and pay for the Authority Bonds shall be terminated for any reason, this Purchase Agreement shall terminate, and neither the Authority nor the CFDs shall be under further obligation her eunder, except that the respective obligations of the CFDs and the Authority set forth in paragraphs 13 and 14 hereof shall continu e in full force and effect. 13. The CFDs shall be under no obligation to pay, and the Authority shall pay the expenses incurred in connection with issuance of the Authority Bonds and the Local Obligations from proceeds of the Authority Bonds. 14. This Purchase Agreement is made solely for the benefit of the Underwriter, the CFDs and the Authority (including their successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the CFDs’ representations, warranties and agreements contained in this Purchase Agreement shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Authority and the Underwriter or (ii) delivery of and payment for the Authority Bonds pursuant to the Authority Indenture. The agreements contained in this paragraph shall survive any termination of this Purchase Agreement. 15. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrume nt. The Underwriter is a third- party beneficiary of this Purchase Agreement. 16. In case any one or more of the provisions contained h erein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 17. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of California. Page 628 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4878-1475-3178v3/024036-0097 IN WITNESS WHEREOF, the Authority and the CFDs have each caused this Purchase Agreement to be executed by their duly authorized officers all as of the date first above written. CHULA VISTA MUNICIPAL FINANCING AUTHORITY By Chief Financial Officer CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I (EASTLAKE – WOODS, VISTAS AND LAND SWAP) By Deputy City Manager of the City of Chula Vista, on behalf of City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) By Deputy City Manager of the City of Chula Vista, on behalf of City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX) By Deputy City Manager of the City of Chula Vista, on behalf of City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) Page 629 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-10 4878-1475-3178v3/024036-0097 CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH VILLAGE SIX) By Deputy City Manager of the City of Chula Vista, on behalf of City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six) Page 630 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4878-1475-3178v3/024036-0097 EXHIBIT A MATURITY SCHEDULES AND PURCHASE PRICES CFD NO. 06-I IAA BONDS The purchase price of the CFD No. 06-I IAA Bonds shall be: $__________ (representing the par amount of the CFD No. 06-I IAA Bonds, plus original issue premium of __________, less allocated Underwriter’s discount of $__________). Date (September 1) Principal Coupon CFD NO. 06-I IAB BONDS The purchase price of the CFD No. 06-I IAB Bonds shall be: $_________ (representing the par amount of the CFD No. 06-I IAB Bonds, plus original issue premium of __________, less allocated Underwriter’s discount of $__________). Date (September 1) Principal Coupon Page 631 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 4878-1475-3178v3/024036-0097 CFD NO. 07-I BONDS The purchase price of the CFD No. 07-I Bonds shall be: $__________ (representing the par amount of the CFD No. 07-I Bonds, plus original issue premium of __________, less allocated Underwriter’s discount of $__________). Date (September 1) Principal Coupon CFD NO. 08-I BONDS The purchase price of the CFD No. 08-I Bonds shall be: $__________ (representing the par amount of the CFD No. 08-I Bonds, plus original issue premium of __________, less allocated Underwriter’s discount of $__________). Date (September 1) Principal Coupon Page 632 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 4878-1475-3178v3/024036-0097 CFD NO. 2001-2 BONDS The purchase price of the CFD No. 2001-2 Bonds shall be: $__________ (representing the par amount of the CFD No. 2001-2 Bonds, plus original issue premium of __________, less allocated Underwriter’s discount of $__________). Date (September 1) Principal Coupon Page 633 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda PRELIMINARY OFFICIAL STATEMENT - DRAFT DATED FEBRUARY 8, 2024 NEW ISSUE - BOOK-ENTRY RATING S&P: _____ (See “CONCLUDING INFORMATION - Rating on the Bonds” herein) In the opinion of Stradling Yocca Carlson & Rauth LLP, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds described herein is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See the caption “TAX MATTERS” with respect to tax consequences relating to the Bonds, including with respect to the alternative minimum tax imposed on certain large corporations for tax years beginning after December 31, 2022. $31,845,000* CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 Dated: Date of Delivery Due: September 1, as shown on the Inside Front Cover The Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”) are being issued by the Chula Vista Municipal Financing Authority (the “Authority”) to (i) provide funds to purchase five separate series of special tax refunding bonds (collectively, the “Local Obligations”) (ii) purchase a debt service reserve insurance policy for deposit in the Reserve Fund to fund the initial Reserve Requirement; and (iii) pay costs of issuance of the Bonds. The Local Obligations are obligations issued by various community facilities districts formed by the City of Chula Vista pursuant to the Mello‑Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California). The Local Obligations are being issued to refund the Prior Bonds, as defined herein, and simultaneously defease the Authority’s Special Tax Refunding Revenue Bonds, Series 2013. See “THE FINANCING PLAN - Estimated Uses of Funds” herein. The Bonds are being issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985 and an Indenture of Trust, dated as of March 1, 2024 (the “Indenture”), by and between the Authority and Wilmington Trust, National Association, as trustee (the “Trustee”). The Bonds are special obligations of the Authority, payable solely from (i) Revenues of the Authority, consisting primarily of debt service payments on the Local Obligations, which are to be made from Special Taxes received with respect to the Taxing Jurisdictions (as defined herein) and (ii) any other amounts pledged therefor under the Indenture, all as more fully described herein. See “SOURCES OF PAYMENT FOR THE BONDS AND THE LOCAL OBLIGATIONS - Repayment of the Bonds” herein. Interest on the Bonds is payable semiannually on September 1 and March 1 of each year, commencing on September 1, 2024, until maturity. The Bonds are not subject to optional redemption prior to maturity but are subject to mandatory redemption from the redemption of Local Obligations resulting from prepayment of Special Taxes See “THE BONDS - General Provisions” “- No Optional Redemption” and “- Special Redemption” herein. The Bonds will be issued in denominations of $5,000 or integral multiples thereof. The Bonds, when delivered, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds as described herein under “APPENDIX G - THE BOOK-ENTRY SYSTEM.” The cover page contains certain information for quick reference only. It is not a summary of the issue. Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the Bonds. Investment in the Bonds involves risks. See “RISK FACTORS” herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the Bonds. The Bonds are offered, when, as and if issued, subject to the approval as to their legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel. Certain legal matters will be passed on for the Community Facilities Districts and the Authority by Lounsbery Ferguson Altona & Peak LLP, Escondido California, as Acting City Attorney, and by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Disclosure Counsel. Certain legal matters will be passed on for the Underwriter by its counsel, Kutak Rock LLP, Irvine, California. It is anticipated that the Bonds, in book-entry form, will be available for delivery on or about March 19, 2024 through the facilities of DTC. The date of the Official Statement is __________, 2024. __________________________ * Preliminary, subject to change. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction. Page 634 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda $31,845,000* CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 MATURITY SCHEDULE (Base CUSIP®† ____) Maturity Date Principal Interest Reoffering September 1 Amount Rate Yield CUSIP®† 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 __________________________ * Preliminary, subject to change. † CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc. Copyright (c) 2024 CUSIP Global Services. All rights reserved. CUSIP numbers have been assigned by an independent company not affiliated with the Authority, the City or the Municipal Advisor and are included solely for the convenience of the holders of the Bonds. Neither the Authority, the City nor the Municipal Advisor is responsible for the selection or use of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. Page 635 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda CHULA VISTA MUNICIPAL FINANCING AUTHORITY CHULA VISTA, CALIFORNIA CITY COUNCIL AND AUTHORITY BOARD MEMBERS John McCann, Mayor Carolina Chavez, Council Member District 1 Jose Preciado, Council Member District 2 Alonso Gonzalez, Council Member District 3 Andrea Cardenas, Council Member District 4 ________________________________________ CITY STAFF Maria Kachadoorian, City Manager Tiffany Allen, Assistant City Manager Sarah Schoen, Director of Finance/Treasurer Kerry K. Bigelow, City Clerk ________________________________________ PROFESSIONAL SERVICES Bond Counsel and Disclosure Counsel Stradling Yocca Carlson & Rauth LLP Newport Beach California Acting City Attorney Lounsbery Ferguson Altona & Peak LLP Escondido, California Municipal Advisor Harrell & Company Advisors, LLC Tustin, California Special Tax Consultant Spicer Consulting Group, LLC Murrieta, California Trustee and Escrow Bank Wilmington Trust, National Association Costa Mesa, California Verification Agent Robert Thomas CPA, LLC Overland Park, Kansas Page 636 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Investment in the Bonds involves risks which are not appropriate for certain investors. Therefore, only persons with substantial financial resources (in net worth or income) who understand (either alone or with competent investment advice) those risks should consider such an investment. Except where otherwise indicated, all information contained in this Official Statement has been provided by the Chula Vista Municipal Financing Authority, the City of Chula Vista, and the Community Facilities Districts. No dealer, broker, salesperson or other person has been authorized by the Authority, the City, the Community Facilities Districts, the Municipal Advisor or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein; and, if given or made, such other information or representations must not be relied upon as having been authorized by the Authority, the City, the Community Facilities Districts, the Municipal Advisor or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. The information set forth herein which has been obtained from third party sources is believed to be reliable but is not guaranteed as to accuracy or completeness by the Community Facilities Districts, the City or the Authority. This Official Statement is not to be construed as a contract with the purchasers or Owners of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such are not to be construed as representations of fact. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy of completeness of such information. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City, the Community Facilities Districts or any other parties described herein since the date hereof. All summaries of the Indenture, the Local Obligation Indentures or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. While the City maintains an internet website for various purposes, none of the information on that website is incorporated by reference herein or intended to assist investors in making any investment decision or to provide any continuing information with respect to the Bonds or any other bonds or obligations of the Authority, the City or the Community Facilities Districts. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Authority does not plan to issue any updates or revisions to the forward-looking statements set forth in this Official Statement. The Authority is obligated to provide continuing disclosure for certain historical information only. See the caption “CONCLUDING INFORMATION - Continuing Disclosure” herein. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. Page 637 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda TABLE OF CONTENTS INTRODUCTION ...................................................... 1 The City of Chula Vista ............................................. 1 The Authority ............................................................. 1 Purpose ...................................................................... 2 Security and Sources of Repayment .......................... 2 Legal Authority .......................................................... 4 Sources of Payment for the Bonds and the Local Obligations .............................................................. 4 Legal Matters ............................................................. 5 Offering of the Bonds ................................................ 5 Summary Not Definitive ............................................ 5 THE FINANCING PLAN .......................................... 6 The Refunding Plan ................................................... 6 Estimated Uses of Funds............................................ 6 THE BONDS ............................................................... 8 General Provisions ..................................................... 8 No Optional Redemption ........................................... 8 Special Redemption ................................................... 9 Scheduled Debt Service on the Bonds and the Local Obligations .................................................. 10 Debt Service Coverage for the Bonds ...................... 11 SECURITY FOR THE BONDS .............................. 12 General ..................................................................... 12 Revenues and Flow of Funds ................................... 12 No Additional Bonds Except for Refunding Bonds . 15 SECURITY FOR THE LOCAL OBLIGATIONS . 15 General ..................................................................... 15 Local Obligation Indentures .................................... 16 No Additional Local Obligations Except for Refunding Bonds .................................................. 18 Priority of Lien ........................................................ 18 Covenants of the Community Facilities Districts .... 18 Special Taxes Are Not Within Teeter Plan ............... 19 THE TAXING JURISDICTIONS ........................... 20 Location Map ........................................................... 20 The Taxing Jurisdictions in the Aggregate ............... 20 SPECIAL RISK FACTORS ..................................... 28 Risks of Real Estate Secured Investments Generally ............................................................... 28 Limitation on Revenues ........................................... 28 The Bonds are Limited Obligations of the Authority ............................................................... 28 No Obligation of the City ........................................ 29 No Cross-Collateralization Between Taxing Jurisdictions .......................................................... 29 Potential Early Redemption of Bonds from Prepayments or Other Sources .............................. 29 Property Values ........................................................ 29 Natural Disasters ...................................................... 30 Hazardous Substances ............................................. 31 Cybersecurity ........................................................... 31 Parity Taxes and Special Assessments ..................... 31 Payment of the Special Tax is not a Personal Obligation of the Owners ...................................... 32 Disclosures to Future Purchasers ............................. 32 Special Tax Delinquencies ....................................... 32 Insufficiency of Special Taxes ................................. 33 Risks Associated with Reserve Policy ..................... 34 FDIC/Federal Government Interests in Properties ... 34 Bankruptcy and Foreclosure .................................... 35 Funds Invested in the County Investment Pool ........ 36 No Acceleration Provision ....................................... 36 Limitations on Remedies ......................................... 36 Loss of Tax Exemption ............................................ 36 Limited Secondary Market ...................................... 37 Proposition 218 ........................................................ 37 Ballot Initiatives ....................................................... 38 Litigation with Respect to Community Facilities Districts ................................................................. 38 LEGAL MATTERS .................................................. 39 Enforceability of Remedies ...................................... 39 Approval of Legal Proceedings ................................ 40 No Litigation ............................................................ 40 TAX MATTERS ........................................................ 40 CONCLUDING INFORMATION .......................... 42 Rating on the Bonds ................................................. 42 Underwriting ............................................................ 42 The Municipal Advisor ............................................ 42 Continuing Disclosure ............................................. 43 Additional Information ............................................ 43 References ................................................................ 43 Execution ................................................................. 44 APPENDIX A – INFORMATION REGARDING THE TAXING JURISDICTIONS APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS APPENDIX C - GENERAL INFORMATION REGARDING THE COUNTY OF SAN DIEGO AND THE CITY OF CHULA VISTA APPENDIX D - RATES AND METHODS OF SPECIAL TAX APPORTIONMENT FOR THE TAXING JURISDICTIONS APPENDIX E - FORM OF OPINION OF BOND COUNSEL APPENDIX F - FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX G - THE BOOK-ENTRY SYSTEM Page 638 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 1 OFFICIAL STATEMENT $31,845,000* CHULA VISTA MUNICIPAL FINANCING AUTHORITY LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2024 INTRODUCTION This Official Statement which includes the cover page, the inside front cover page, and appendices (the “Official Statement”), is provided to furnish certain information concerning the sale of the Chula Vista Municipal Financing Authority (the “Authority”) Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”), in the aggregate principal amount of $31,845,000*. This Introduction contains only a brief description of this issue and does not purport to be complete. The Introduction is subject in all respects to more complete information in the entire Official Statement and the offering of the Bonds to potential investors is made only by means of the entire Official Statement and the documents summarized herein. Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision (see “RISK FACTORS” herein). For definitions of certain capitalized terms used herein and not otherwise defined, and the terms relating to the Bonds, see the summary included in “APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” herein. The City of Chula Vista The City of Chula Vista (the “City”) is located on San Diego Bay in Southern California, 8 miles south of the City of San Diego and 7 miles north of the Mexico border in an area generally known as “South Bay.” The City encompasses approximately 50 square miles. Based on population, Chula Vista is the second largest city in San Diego County (the “County”). See “APPENDIX C - DEMOGRAPHIC INFORMATION REGARDING THE COUNTY OF SAN DIEGO AND THE CITY OF CHULA VISTA” herein. Neither the Bonds nor the Local Obligations are a debt of the City, and no revenues of the City are pledged to repayment of the Bonds or the Local Obligations. The Authority The Authority is a joint exercise of powers authority between the City and the Housing Authority of the City of Chula Vista organized and existing pursuant to the Act. The purpose of the Authority is to provide, through the issuance of revenue bonds, a financing pool to fund capital improvement projects. These revenue bonds are to be repaid solely from the revenues of certain local obligations. The Authority has no taxing power. The City Council acts as the governing body of the Authority. [Remainder of Page Intentionally Left Blank] __________________________ * Preliminary, subject to change. Page 639 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 Purpose The Bonds. The Bonds are being issued by the Authority to acquire the “Local Obligations” described below, to purchase a debt service reserve insurance policy for deposit in the Reserve Fund to fund the initial Reserve Requirement, and to pay costs of issuance of the Bonds (see “FINANCING PLAN” herein). The Local Obligations. The Local Obligations are being issued to provide funds to refund the Prior Bonds, as defined below, and simultaneously defease the Authority’s Special Tax Revenue Refunding Bonds, Series 2013 (the “2013 Bonds”) (see “FINANCING PLAN” herein). Security and Sources of Repayment The Bonds. The Bonds are payable from “Revenues,” as defined below, generally consisting of revenues received by the Authority as the result of the payment of debt service on the Local Obligations, and amounts held in the funds and accounts established and held for the benefit of the Bonds under the Indenture (as defined below). Local Obligations. The “Local Obligations” consist of the five separate series of bonds described below issued by the following four community facilities districts formed by the City pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Mello-Roos Act”): (i) City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap) (“CFD No. 06-I”), which includes an Improvement Area A and an Improvement Area B; (ii) City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) (“CFD No. 07-I”); (iii) City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) (“CFD No. 08-I”); and (iv) City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) (“CFD No. 2001-2”). CFD No. 06-I, CFD No. 07-I, CFD No. 08-I and CFD No. 2001-2, are each referred to herein as a “Community Facilities District” and collectively as the “Community Facilities Districts.” CFD No. 06-I IA A 2024 Special Tax Refunding Bonds $9,885,000* City of Chula Vista Community Facilities District No. 06-I ((Eastlake – Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds (the “CFD No. 06-1 IA A Bonds”) are being issued by CFD No. 06-I to refund the outstanding City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap) Improvement Area A Special Refunding Tax Bonds, Series 2013 (the “Prior CFD No. 06-I IA A Bonds”). The CFD No. 06-1 IA A Bonds are payable from Special Taxes levied on taxable property in Improvement Area A of CFD No. 06-I. __________________________ * Preliminary, subject to change. Page 640 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 CFD No. 06-I IA B 2024 Special Tax Refunding Bonds $2,495,000* City of Chula Vista Community Facilities District No. 06-I ((Eastlake – Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds (the “CFD No. 06-1 IA B Bonds”) are being issued by CFD No. 06-I to refund the outstanding City of Chula Vista Community Facilities District No. 06-I (Eastlake – Woods, Vistas and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IA B Bonds”). The CFD No. 06-I IA B Bonds are payable from Special Taxes levied on taxable property in Improvement Area B of CFD No. 06-I. CFD No. 07-I 2024 Special Tax Refunding Bonds $9,525,000* City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds (the “CFD No. 07-I Bonds”) are being issued by CFD No. 07-I to refund the outstanding City of Chula Vista Community Facilities District No 07-I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 07-I Bonds”). The CFD No. 07-I Bonds are payable from Special Taxes levied on taxable property in CFD No. 07-I, on parity with the previously issued City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2015 (the “CFD No. 07-I 2015 Bonds”), currently outstanding in the amount of $9,550,000. See “SECURITY FOR THE LOCAL OBLIGATIONS – Local Obligations Indentures.” CFD No. 08-I 2024 Special Tax Refunding Bonds $6,545,000* City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds (the “CFD No. 08-I Bonds”) are being issued by CFD No. 08-I to refund the outstanding City of Chula Vista Community Facilities District No 08-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 08-I Bonds”). The CFD No. 08-I Bonds are payable from Special Taxes levied on taxable property in CFD No. 08-I. CFD No. 2001-2 2024 Special Tax Refunding Bonds $3,395,000* City of Chula Vista Community Facilities District No. 2001-2 (McMillin - Otay Ranch - Village Six) 2024 Special Tax Refunding Bonds (the “CFD No. 2001-2 Bonds”) are being issued by CFD No. 2001-2 to refund the outstanding City of Chula Vista Community Facilities District No 2001-2 (McMillin - Otay Ranch - Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 2001-2 Bonds”). The CFD No. 2001-2 Bonds are payable from Special Taxes levied on taxable property in CFD No. 2001-2. Improvement Area A of CFD No. 06-I and Improvement Area B of CFD No. 06-I, CFD No. 07-I, CFD 08-I and CFD No. 2001-2 are each referred to in this Official Statement as a “Taxing Jurisdiction” and collectively as the “Taxing Jurisdictions.” The Prior CFD No. 06-I IA A Bonds, the Prior CFD No. 06-I IA B Bonds, the Prior CFD No. 07-I Bonds, the Prior CFD No. 08-I Bonds and the Prior CFD No. 2001-2 Bonds are collectively referred to in this Official Statement as the “Prior Bonds.” [Remainder of Page Intentionally Left Blank] __________________________ * Preliminary, subject to change. Page 641 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 Legal Authority The Bonds. The Bonds are being issued under Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and an Indenture of Trust dated as of March 1, 2024 (the “Indenture”), by and between the Authority and Wilmington Trust, National Association, as trustee (the “Trustee”). The Local Obligations. The Local Obligations are being issued pursuant to the Mello-Roos Act and five separate bond indentures, each dated as of March 1, 2024, each by and between a Community Facilities District and Wilmington Trust, National Association, as trustee (each, a “Local Obligation Indenture” and together, the “Local Obligation Indentures”). Sources of Payment for the Bonds and the Local Obligations The Bonds. The Bonds are secured by a first lien on and pledge of all of the Revenues. “Revenues” are defined in the Indenture to include: (a) all amounts received from the Local Obligations; (b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than the Administrative Expense Fund, the Rebate Fund and the Surplus Fund); and (c) investment income with respect to any moneys held by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than investment income on moneys held in the Administrative Expense Fund, the Rebate Fund and the Surplus Fund). Certain Funds Not Pledged. Amounts held in the Administrative Expense Fund, the Rebate Fund and the Surplus Fund are not pledged to the repayment of the Bonds. See “SECURITY FOR THE BONDS — Revenues and Flow of Funds” herein. Reserve Fund for the Bonds. A Reserve Fund for the Bonds is established pursuant to the Indenture in an amount equal to the Reserve Requirement. The Reserve Requirement for the Bonds, as of the date of issuance of the Bonds, equals $_________. The Indenture establishes within the Reserve Fund an account with respect to each series of Local Obligations (each a “Reserve Account”). ____ has made a commitment to issue, simultaneously with the initial issuance of the Bonds, the Reserve Policy in the amount equal to the Reserve Requirement for deposit in the Reserve Fund, effective as of the date of issuance of the Bonds. See “SECURITY FOR THE BONDS — Revenues and Flow of Funds” and “— Reserve Fund” herein. Local Obligations. Each series of Local Obligations are secured by Net Special Taxes collected in the applicable Taxing Jurisdictions as a result of the levy of Special Taxes. Except for CFD No. 07-I, Net Special Taxes are the Gross Taxes which remain after the payment of Administrative Expenses up to the amount permitted by the applicable Local Obligation Indenture. With respect to CFD No. 07-I, so long as the CFD No. 07-I 2015 Bonds are outstanding, Net Special Taxes are limited to the proportionate share of the proceeds of the Special Taxes received by CFD No. 07-I allocable to the CFD No. 07-I Bonds in accordance with the Local Obligation Indenture for the CFD No. 07-I Bonds. See “SECURITY FOR THE LOCAL OBLIGATIONS — Local Obligation Indentures. Page 642 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 The Local Obligations are not cross-collateralized. In other words, Special Taxes from one Taxing Jurisdiction cannot be used to cover any shortfall in the payment of debt service on the Local Obligation of another Taxing Jurisdiction. However, the Reserve Fund held by the Trustee and funded with the deposit therein of the Reserve Policy will be available in the event of delinquent Revenues to the extent set forth therein. See “SECURITY FOR THE BONDS — Reserve Fund” herein. Legal Matters All legal proceedings in connection with the issuance of the Bonds are subject to the approving opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Bond Counsel (“Bond Counsel”). Such opinion, and certain tax consequences incident to the ownership of the Bonds, including certain exceptions to the tax treatment of interest, are described more fully under the heading “TAX MATTERS” herein. Certain legal matters will be passed on for the Authority and the Community Facilities Districts by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Disclosure Counsel. Certain matters will be passed upon for the Authority and the Community Facilities Districts by Lounsbery Ferguson Altona & Peak LLP, Escondido California, Acting City Attorney, and for the Underwriter by their Counsel, Kutak Rock LLP, Irvine, California. Offering of the Bonds Authority for Issuance and Delivery. The Bonds are to be issued pursuant to the Act, the Indenture and by Resolution No. _______ of the Authority adopted on _____, 2024. Offering and Delivery of the Bonds. The Bonds are offered, when, as and if issued, subject to the approval as to their legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel. It is anticipated that the Bonds, in book-entry form, will be available for delivery in New York, New York on or about March 19, 2024 through the facilities of DTC. See “APPENDIX G - THE BOOK- ENTRY SYSTEM.” Summary Not Definitive The summaries and references contained herein with respect to the Indenture, the Local Obligation Indentures, the Bonds, the Local Obligations and other statutes or documents do not purport to be comprehensive or definitive and are qualified by reference to each such document or statute, and references to the Bonds are qualified in their entirety by reference to the form thereof included in the Indenture. Copies of these documents may be obtained after delivery of the Bonds at the trust office of the Trustee, Wilmington Trust, National Association, 650 Town Center Drive, Suite 800, Costa Mesa, California 92626 or from the City of Chula Vista, 276 Fourth Street, Chula Vista, California 91910. [Remainder of Page Intentionally Left Blank] Page 643 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 THE FINANCING PLAN The Refunding Plan In 2013, the Authority issued $72,100,000 aggregate principal amount of the 2013 Bonds in order to purchase the Prior Bonds. On the date of issuance of the Bonds, a portion of the proceeds of the Bonds will be used to purchase the Local Obligations. These amounts will be transferred to the Fiscal Agent for the Prior Bonds. Such funds will be used, together with certain existing funds on deposit with the Fiscal Agent related to the Prior Bonds, to provide for the defeasance and refunding of the $44,425,000 outstanding 2013 Bonds and the related Prior Bonds. Money will be deposited into an escrow fund (the “Refunding Fund”) which will be held under an Escrow Agreement, dated as of March 1, 2024, between the Authority and the Trustee, as Escrow Bank (the “Escrow Agreement”). Moneys in the Refunding Fund, if invested, will be invested in certain Federal Securities specified therein. The amount deposited in the Refunding Fund (together with interest earnings) will be sufficient to redeem the 2013 Bonds on April 1, 2024, without premium. Upon the deposit of funds as provided in the Escrow Agreement, the 2013 Bonds and the related Prior Bonds will be legally defeased on such date of the issuance of the Bonds. Neither the moneys in the Refunding Fund nor the interest thereon will be available for the payment of the Bonds. Robert Thomas CPA, LLC will verify from the information provided to them the mathematical accuracy as of the date of the closing on the Bonds of the computations contained in the provided schedules to determine that the amounts listed in the schedules prepared by the Municipal Advisor, to be held under the Escrow Agreement, will be sufficient to pay, when due, the redemption price of the 2013 Bonds. The Prior Bonds to be refunded are currently outstanding in the following amounts: Prior CFD No. 06-I IA A Bonds $13,410,000 Prior CFD No. 06-I IA B Bonds 3,440,000 Prior CFD No. 07-I Bonds 12,730,000 Prior CFD No. 08-I Bonds 10,220,000 Prior CFD No. 2001-2 Bonds 4,625,000 $44,425,000 [Remainder of Page Intentionally Left Blank] Page 644 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 Estimated Uses of Funds Under the provisions of the Indenture, the Trustee will receive the proceeds from the sale of the Bonds and will apply them as follows: Principal Amount of Bonds Net Original Issue Premium Total Sources Purchase of Local Obligations (1) Costs of Issuance (2) Total Uses ____________________________________ (1) Proceeds of the Bonds will be used to acquire the Local Obligations. (2) Includes Underwriter’s discount and Reserve Policy premium. The Trustee will retain and deposit in the Costs of Issuance Fund each Taxing Jurisdiction’s proportionate share of the costs of issuance of the Bonds. The Local Obligations to be purchased are as follows: CFD No. 06-I IA A Bonds $9,885,000* CFD No. 06-I IA B Bonds 2,495,000* CFD No. 07-I Bonds 9,525,000* CFD No. 08-I Bonds 6,545,000* CFD No. 2001-2 Bonds 3,395,000* $31,845,000* __________________________ * Preliminary, subject to change. Proceeds of each issue of series of Local Obligations will be transferred to the Refunding Fund or applied to the payment of the Costs of Issuance of the Bonds, which includes payment of rating agency fees, Trustee expenses, Bond Counsel, Disclosure Counsel, Municipal Advisor and any other costs of issuing the Bonds and the Local Obligations. [Remainder of Page Intentionally Left Blank] Page 645 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 THE BONDS General Provisions Payment of the Bonds. The Bonds will be dated the date of delivery. Interest is payable on the Bonds at the rates per annum set forth on the inside front cover page hereof and will be computed on the basis of a year consisting of 360 days and twelve 30-day months. Interest on the Bonds is payable semiannually on September 1 and March 1 of each year, commencing September 1, 2024, (each an “Interest Payment Date”) until maturity. Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date (the 15th calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day) and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) it is authenticated on or before August 15, 2024 in which event it will bear interest from the Dated Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon, or from the Dated Date if no interest has been paid or made available for payment. Interest on the Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner as of the Record Date immediately preceding each Interest Payment Date. Interest will be paid by check of the Trustee mailed on the Interest Payment Date by first class mail, postage prepaid, to the Owner at the address as it appears on the Bond Register or by wire transfer to an account in the United States of America upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds provided to the Trustee, in writing, at least five (5) Business Days before the Record Date for such Interest Payment Date. The Bonds are issued in fully registered form and will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in denominations of $5,000 and any integral multiple. See the “Payments of Principal and Interest: Book- Entry System” below. Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office of the Trustee, except as provided in “APPENDIX G - THE BOOK-ENTRY SYSTEM.” Payments of Principal and Interest; Book-Entry System. DTC 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. Interest on and principal of the Bonds will be payable when due by wire of the Trustee to DTC which will in turn remit such interest and principal to participants in DTC’s book-entry only system, which will in turn remit such interest and principal to Beneficial Owners (as defined herein) of the Bonds (see “APPENDIX G- THE BOOK-ENTRY SYSTEM” herein). As long as DTC is the registered owner of the Bonds and DTC’s book-entry method is used for the Bonds, the Trustee will send any notices to Bond Owners only to DTC. The Authority gives no assurance that DTC or the DTC Participants will distribute payments or notices to Beneficial Owners. No Optional Redemption The Bonds are not subject to optional redemption prior to maturity. Page 646 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 9 Special Redemption The Bonds are subject to special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from the prepayment of Special Taxes within a Taxing Jurisdiction, in connection with Local Obligations, in whole or in part, from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, at the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof: Redemption Dates Redemption Prices Any Interest Payment Date from September 1, 2024 through March 1, 2031 103% September 1, 2031 and March 1, 2032 102 September 1, 2032 and March 1, 2033 101 Notice of Redemption. So long as the Bonds are held in book-entry form, notice of redemption will be sent by the Trustee to DTC and not to the Beneficial Owners of the Bonds under the DTC book-entry only system. Neither the Authority nor the Trustee is responsible for notifying the Beneficial Owners, who are to be notified in accordance with the procedures in effect for the DTC book-entry system. See APPENDIX G — THE BOOK-ENTRY SYSTEM. The Trustee on behalf, and at the expense of, the Authority shall send notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Information Services, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption. Neither failure to receive any such notice so sent nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date. In addition to the foregoing notice, further notice shall be sent by the Trustee in said form to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is sixty days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption. Selection of Bonds of a Maturity for Redemption. Unless otherwise provided under the Indenture, whenever provision is made in the Indenture for the redemption of less than all of the Bonds of a maturity, the Trustee shall select the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations shall be treated as separate Bonds which may be separately redeemed. Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. Page 647 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10 Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price, and no interest will accrue thereon from and after the redemption date specified in such notice. All Bonds redeemed pursuant to the Indenture will be cancelled and destroyed. Scheduled Debt Service on the Bonds and the Local Obligations Annual debt service on the Bonds, assuming no early redemption of Bonds, is shown below. Bond Year Ending Bonds September 1 Principal Interest Annual Total Total 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Total __________________________ * Preliminary, subject to change. [Remainder of Page Intentionally Left Blank] Page 648 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 11 Annual debt service on the Local Obligations Bonds, which comprise the Revenues available to pay the Bonds, is shown in Table No. 1 below. Table No. 1 also assumes no early redemption of Local Obligations. The maturity of the CFD No. 06-I IA B Bonds and the CFD No. 07-I Bonds is one year later than CFD No. 06-I IA A Bonds, the CFD No. 08-I Bonds and the CFD No. 2001-2 Bonds. TABLE NO. 1 REVENUES FROM LOCAL OBLIGATIONS Bond Year Ending September 1 CFD No. 06-1 IA A Bonds * CFD No. 06-I IA B Bonds* CFD No. 07-I Bonds* CFD No. 08-I Bonds* CFD No. 2001-2 Bonds* Total Debt Service on Local Obligations* 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Total _______________________________________ * Preliminary, subject to change Debt Service Coverage for the Bonds Scheduled payments of principal of and interest on the Bonds equals 100% of the projected Revenues that will be generated by the anticipated payment of debt service on each of the Local Obligations while the Bonds are outstanding. According to the Special Tax Consultant, based on the annual debt service for the Local Obligations, with respect to each Taxing Jurisdiction, the Special Taxes levied at the maximum Special Tax rates under the related Rate and Method (as defined below), less estimated Administrative Expenses and assuming no delinquencies, would generate in each Fiscal Year not less than 110% of debt service payable with respect to each related series of Local Obligations. See APPENDIX A - “INFORMATION REGARDING THE TAXING JURISDICTIONS. However, under the Mello-Roos Act, under no circumstances may Special Taxes levied against any parcel of property used for private residential purposes in a Taxing Jurisdiction be increased by more than ten percent (10%) as a consequence of delinquency or default by the owner of any other parcel within in such Taxing Jurisdiction. See “SECURITY FOR THE LOCAL OBLIGATIONS.” Page 649 of 882City of Chula Vista - City Council February 20, 2024 Post Agenda 12 SECURITY FOR THE BONDS General As described below, the Bonds are payable primarily from Revenues consisting primarily of amounts received by the Authority as the result of its acquisition of the Local Obligations. The Bonds are special obligations of the Authority payable solely from and secured solely by the Revenues and amounts in certain funds and accounts pledged therefor in the Indenture. The Bonds are not a debt or liability of the City, the State of California or any political subdivisions thereof other than the Authority to the limited extent described herein. The faith and credit of the Authority is not pledged to secure the payment of Bonds, nor is any of its political subdivisions liable therefor, nor in any event shall the Bonds or any interest or redemption premium thereunder be payable out of any funds or properties other than those of the Authority as set forth in the Indenture. The Authority has no taxing power. Revenues and Flow of Funds Bonds; Revenues. Subject to the provisions of the Indenture, the Bonds are secured by a first lien on and pledge (which shall be effected in the manner and to the extent provided in the Indenture) of all of the Revenues. The Bonds are equally secured by a pledge, charge and lien upon the Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any Bonds are secured by an exclusive pledge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues shall not be used for any purpose except as is expressly permitted by the Indenture. Collection by the Trustee. The Authority has transferred in trust, granted a security interest in and assigned to the Trustee, for the benefit of the Owners from time to time of the Bonds, respectively, all of the Revenues and all of the right, title and interest of the Authority in the Local Obligations, subject to the terms of the Indenture. The Trustee is entitled to and will collect and receive all of the Revenues and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. The Trustee also is entitled to and, subject to the provisions of the Indenture, the Trustee will take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City and the Community Facilities Districts under the Local Obligations. Deposit of Revenues. All Revenues derived from the Local Obligations, other than Local Obligation Delinquency Revenues, will be promptly deposited by the Trustee upon receipt thereof in the Revenue Fund. Any Revenues which represent the payment of delinquent principal of or interest on an issue of Local Obligations will be first applied to make payments required pursuant to the Indenture upon the occurrence of an Event of Default and next to be deposited to the Reserve Fund to replenish the amount on deposit therein to the Reserve Requirement, or to reimburse the Insurer for Policy Costs. Application of Revenues. On each Interest Payment Date, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: Page 650 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 13 Interest Account. On each Interest Payment Date, the Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds on such date. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity). In the event that the amounts on deposit in the Interest Account on any Interest Payment Date, after any transfers from the Reserve Fund pursuant to the Indenture, are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee shall apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis. Principal Account. On each September 1 on which principal of the Bonds shall be payable, the Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such date, or required to be redeemed on such date pursuant to the Indenture. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to the Indenture. Reserve Fund. On each Interest Payment Date on which amounts are due to an insurer under the Reserve Policy, after making deposits to the Interest Account and the Principal Account as described above, the Trustee shall transfer from the Revenue Fund, an amount sufficient to reimburse an insurer for draws under the Reserve Policy. Deficiencies. If on any Interest Payment Date or date for redemption the amount on deposit in the Revenue Fund is inadequate to make the transfers above as a result of a payment default on an issue of Local Obligations, the Trustee will immediately notify the issuer of such Local Obligations of the amount needed to make the required deposits under “- Application of Revenues.” In the event that following such notice the Trustee receives Local Obligations Delinquency Revenues from the issuer of such Local Obligation to cure such shortfall, the Trustee shall deposit such amounts to the Revenue Fund for application in accordance with the Indenture. The Trustee shall disburse or transfer all Revenues representing Local Obligations Delinquency Revenues of a Community Facilities District first to cure any event of default on the Bonds caused by the nonpayment of the Local Obligations of such Taxing Jurisdiction and then to reimburse an insurer for draws under the Reserve Policy, subject to the limitations described under the caption “- Reserve Fund” below. Rebate Fund. On each Interest Payment Date after making the transfers required described above, upon receipt of a Request of the Authority to do so, the Trustee shall transfer from the Revenue Fund to the Rebate Fund for deposit in the accounts therein the amounts specified in such Request of the Authority. Surplus Fund. On September 1 of each year, after making the deposits described above, and upon reimbursement to the Insurer for any amounts owed under the Reserve Policy, the Trustee will transfer all amounts remaining on deposit in the Revenue Fund to the Administrative Expense Fund unless the Trustee has received a request of the Authority directing it to transfer all or a portion of the said amounts to the Surplus Fund, in which case the Trustee shall make the transfer to the Surplus Fund. Any amounts transferred to the Surplus Fund pursuant to the Indenture shall no longer be considered Revenues and are not pledged to repay the Bonds. See APPENDIX B – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS herein. [Remainder of Page Intentionally Left Blank] Page 651 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 14 Reserve Fund A Reserve Account for each issue of Local Obligations will be established in the Reserve Fund (each, a “Reserve Account”). The Reserve Policy (as defined below) in the amount of $_____* will be deposited into the Reserve Fund, which in the aggregate, equals the Reserve Requirement as of the date of issuance of the Bonds. Each Local Obligation’s initial Proportionate Share will initially be as follows:  $________* in the CFD No. 06-I IA A Reserve Account  $________* in the CFD No. 06-I IA B Reserve Account  $________* in the CFD No. 07-I Reserve Account  $________* in the CFD No. 08-I Reserve Account  $________* in the CFD No. 2001-2 Reserve Account The Indenture defines “Proportionate Share” to mean as of the date of calculation for any issue of the Local Obligations, the ratio derived by dividing the remaining debt service of such Local Obligations by the remaining debt service of the Outstanding Bonds. The aggregate of the foregoing amounts is equal to the Reserve Requirement as of the date of issuance of the Bonds, which is an amount equal to 10% of the par amount of the Outstanding Bonds, Pursuant to the Indenture, the Reserve Requirement shall never be greater than the initial Reserve Requirement. In the event that the amount of the Reserve Requirement is changed, the Trustee will, upon receipt of a Request of the Authority, adjust the shares of each Reserve Account to reflect the new Reserve Requirement. ____ has made a commitment to issue, simultaneously with the initial issuance of the Bonds, a reserve surety policy (the “Reserve Policy”) in the amount equal to the Reserve Requirement for deposit in the Reserve Fund, effective as of the date of issuance of the Bonds. Under the terms of the Reserve Policy, ___ will unconditionally and irrevocably guarantee to pay that portion of the scheduled payments of principal of and interest on the Bonds that becomes due for payment but shall be unpaid by reason of nonpayment by the Authority, to the extent set forth in the Reserve Policy and in the Indenture. See APPENDIX B — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - AUTHORITY INDENTURE - REVENUES; FLOW OF FUNDS -Reserve Fund for provisions relating to the Reserve Policy. Moneys in the Reserve Fund will be used to pay the principal of and interest on the Bonds when the moneys in the Interest Account and the Principal Account of the Revenue Fund are insufficient therefor. If the amounts in the Interest Account or the Principal Account of the Revenue Fund are insufficient to pay the principal of or interest on the Bonds when due, the Trustee shall withdraw from the applicable Reserve Account or Reserve Accounts an amount equal to the deficiency resulting from the delinquency in the payment of scheduled debt service on the applicable Series of Local Obligations and transfer such amount to the Interest Account, the Principal Account or both, as applicable. If there are insufficient funds on deposit in a Reserve Account to cover a deficiency resulting from the delinquency in the payment of scheduled debt service on the applicable Series of Local Obligations, the Trustee shall withdraw from each of the other Reserve Accounts an amount based upon the Proportionate Share applicable to each such Reserve Account of such remaining deficiency and transfer such amounts to the Interest Account, the Principal Account or both, as applicable. __________________________ * Preliminary, subject to change. Page 652 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 15 Upon the transfer by the Trustee to the Reserve Fund of delinquent Revenues, such Revenues shall be allocated to the Reserve Accounts as follows: First, to the Insurer to reimburse it for all Policy Costs due as a result of a draw on the Reserve Policy. Such reimbursements shall be credited first to each Reserve Account for any series of Local Obligations, other than the Reserve Account to which such delinquent Revenues relate on a Proportionate Share basis if such reimbursements are owing as a result from draws due to delinquencies in the payment of scheduled debt service on that series of Local Obligations from which such delinquent Revenues were received. Such reimbursements will next be credited to the Reserve Account for the series of Local Obligations from which the delinquent Revenues were received. After reimbursing the Insurer for all Policy Costs due as a result of a draw on the Reserve Policy above, the remaining delinquent Revenues, if any, shall be transferred to the Revenue Fund. No Additional Bonds Except for Refunding Bonds The Authority may not issue any additional bonds, notes or other similar evidences of indebtedness (“Additional Bonds”) payable in whole or in part out of Revenues except bonds issued to fully or partially refund the Bonds or any Additional Bonds, as provided for in the Indenture. For a description of the conditions established in the Indenture for the issuance of Additional Bonds, see APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS. SECURITY FOR THE LOCAL OBLIGATIONS General Each series of Local Obligations is a limited obligation of the respective Community Facilities District payable solely from Net Special Taxes (defined below) collected in the applicable Taxing Jurisdiction and amounts deposited by the Community Facilities Districts in the applicable Special Tax Fund. With respect to the CFD No. 07-I Bonds, however, so long as the CFD No. 07-I 2015 Bonds are outstanding, Net Special Taxes with respect to the CFD No. 07-I Bonds only include the proportionate share of the proceeds of the Special Taxes received by CFD No. 07-I allocable to the CFD No. 07-I Bonds, as further described below and does not include any Special Taxes of CFD No. 07-I allocable to the CFD 07-I 2015 Bonds (see APPENDIX A – INFORMATION REGARDING THE TAXING JURISDICTIONS – Community Facilities District No. 07-I). The Community Facilities Districts’ limited obligation to pay the principal of, premium, if any, and interest on the applicable Local Obligations from Net Special Taxes collected in the applicable Taxing Jurisdiction and amounts in the applicable Special Tax Fund is absolute and unconditional. No Local Obligation (and no obligations issued on a parity therewith under the Local Obligation Indentures relating to the Local Obligations, each a “Local Obligation Parity Bond”) is a legal or equitable pledge, charge, lien or encumbrance upon any of the Community Facilities Districts’ respective property, or upon any of their income, receipts or revenues, except the Net Special Taxes collected in the applicable Taxing Jurisdiction and other amounts in the applicable Special Tax Fund which are, under the terms of each Local Obligation Indentures and the Mello-Roos Act, set aside for the payment of the Local Obligations and interest thereon and neither the respective members of the legislative body of each Community Facilities District or the City Council nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. The “Special Taxes” for each Taxing Jurisdiction are levied and collected according to the rate and method of apportionment (each, a “Rate and Method”) established for such Taxing Jurisdiction. See Page 653 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 16 APPENDIX A - INFORMATION REGARDING THE TAXING JURISDICTIONS and APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. Except for the foregoing, no other taxes are pledged to the payment of the Local Obligations. The Local Obligations are not cross-collateralized. In other words, Special Taxes collected in one Taxing Jurisdiction cannot be used to cover any shortfall in the payment of debt service on the Local Obligations of another Taxing Jurisdiction. However, the Reserve Fund held by the Trustee and funded at the Reserve Requirement will be available in the event of delinquent Revenues. See “SECURITY FOR THE BONDS - Reserve Fund” herein. The Local Obligations and any Local Obligation Parity Bonds are not general or special obligations of the City nor general obligations of the Community Facilities Districts, but are limited obligations of the Community Facilities Districts payable solely from amounts deposited by the Community Facilities Districts in certain funds established under the Local Obligation Indentures, as more fully described herein. The Community Facilities Districts’ limited obligation to pay the principal of, premium, if any, and interest on the Local Obligations and any Local Obligation Parity Bonds from amounts in certain funds established under the Local Obligation Indentures is absolute and unconditional, free of deductions and without any abatement, offset, recoupment, diminution or set- off whatsoever. No Owner of the Local Obligations or any Local Obligation Parity Bonds may compel the exercise of the taxing power by the Community Facilities Districts (except as pertains to the Special Taxes) or the City or the forfeiture of any of their property. The principal of and interest on the Local Obligations and premiums upon the redemption thereof, if any, are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction. The Special Taxes are collected in the manner and at the same time as ad valorem property taxes are collected and is subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem property taxes; provided, however, that the Community Facilities Districts may directly bill the Special Tax, and may collect Special Taxes at a different time or in a different manner as determined by the City Council. Under the Mello-Roos Act under no circumstances will the Special Taxes levied against any parcel in a Taxing Jurisdiction for which an occupancy permit for private residential use has been issued be increased by more than ten percent (10%) per fiscal year as a consequence of delinquency or default by the owner of any other parcel within such Taxing Jurisdiction. Therefore, even though the maximum Special Tax rates may allow for Special Tax increases greater than 10%, in the event of high delinquencies in a Taxing Jurisdiction, a Community Facilities District could not increase the Special Taxes in such Taxing Jurisdiction in the fiscal year following such delinquencies by more than 10% on the residential units. See “SPECIAL RISK FACTORS - Special Tax Delinquencies.” Local Obligation Indentures The Local Obligations will be issued under separate Local Obligation Indentures to be executed and delivered in connection with such issuance. The following describes certain provisions of the Local Obligation Indentures, which are substantially similar. Under the Local Obligation Indentures, the “Net Special Taxes” pledged by the applicable Community Facilities District to the Local Obligations (and any related Local Obligation Parity Bonds) is defined as “Gross Special Taxes” minus amounts set aside to pay Administrative Expenses. Other than with respect to the Local Obligation Indenture for the CFD No. 07-I Bonds, “Gross Special Taxes” is defined in each Local Obligation Indenture as the amount of all Special Taxes received by the Community Facilities District from the Taxing Jurisdiction, together with the proceeds collected from the Page 654 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 17 sale of property pursuant to the foreclosure provisions of the Local Obligation Indenture for the delinquency of such Special Taxes remaining after the payment of all costs related to such foreclosure actions. With respect to the CFD No. 07-I Local Obligation Indenture, “Gross Special Taxes” is defined as, so long as the CFD No. 07-I 2015 Bonds remain outstanding, a proportionate share of the proceeds of the Special Taxes received by CFD No. 07-I, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes in the amount of said lien and interest and penalties thereon, allocable to the Bonds and any Local Obligation Parity Bond issued by CFD No. 07-I (“CFD No. 07-I Local Obligation Parity Bond”) in accordance with the CFD No. 07-I Local Obligation Indenture. The proportionate share shall of the Special Taxes allocable to the CFD No. 07-I Bonds and any CFD No. 07-I Local Obligation Parity Bonds in any Bond Year shall be the ratio derived by dividing the Annual Debt Service for the CFD No. 07-I Bonds and any CFD No. 07-I Local Obligation Parity Bonds due and payable during such Bond Year by the then aggregate Annual Debt Service for the CFD No. 07-I Bonds, the CFD No. 07-I Local Obligation Parity Bonds and the CFD No. 07-I 2015 Bonds due and payable during such Bond Year. With respect to the CFD No. 07-I Local Obligation Indenture, so long as the CFD No. 07-I 2015 Bonds remain outstanding, “Gross Special Taxes” do not include any delinquent installments of Special Taxes and all penalties and interest thereon that have been sold and assigned by CFD No. 07-I to a third party and from which third party CFD No. 07-I has received funds equal to 100% of such delinquent installments of Special Taxes; provided, however, “Gross Special Taxes” shall include funds received from such third party equal to 100% of such delinquent installments of Special Taxes. So long as the CFD No. 07-I 2015 Bonds are outstanding, only the proportion of the Net Special Taxes as determined in accordance with the foregoing definition of “Gross Special Taxes” will be available to pay debt service on the CFD No. 07-I Bonds. That is, no amount of the Special Taxes collected within CFD No. 07-I and allocated to pay the CFD No. 07-I 2015 Bonds will be available to pay debt service on the CFD No. 07-I Bonds (and vice versa). “Administrative Expenses” are the administrative costs with respect to the calculation and collection of the Special Taxes, including all attorneys’ fees and other costs related thereto, the fees and expenses of the Trustee, any fees and related costs for credit enhancement for the Local Obligations or which are not otherwise paid as Costs of Issuance, any costs related to the Community Facilities District’s compliance with state and federal laws requiring continuing disclosure of information concerning the Local Obligations, the Community Facilities District, and any other costs otherwise incurred by the City on behalf of the Community Facilities District, in order to carry out the purposes of the Community Facilities District, as set forth in the Resolution of Formation and any obligation of the Community Facilities District under the Local Obligation Indenture. Administrative Expenses also include the administrative costs with respect to the collection of Delinquency Proceeds. The portion of any Prepayment received by a Community Facilities District that is to be applied to the redemption of Local Obligations will be identified as such by the Community Facilities District and transferred to the Trustee for deposit in the Redemption Account. Except for the foregoing portion of any Prepayment to be deposited to the Redemption Account, the Community Facilities District will, as soon as practicable transfer the Special Taxes received by the Community Facilities District to the Trustee for deposit in the applicable Special Tax Fund to be held by the Trustee in trust for the Owners of the Local Obligations. The Trustee will transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the Local Obligation Indenture, in the following order of priority, to: (1) The Administrative Expense Fund; (2) The Interest Account of the Special Tax Fund; (3) The Principal Account of the Special Tax Fund; Page 655 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 18 (4) The Trustee for deposit in the Reserve Account under the Authority Indenture the amount necessary to reimburse the Insurer for any unpaid Policy Costs equal the Community Facilities Districts’ Proportionate Share of the Reserve Requirement; (5) The Redemption Account of the Special Tax Fund; and (6) The Surplus Fund. No Additional Local Obligations Except for Refunding Bonds The Local Obligation Indentures authorize the Community Facilities Districts to issue additional bonds payable from Net Special Taxes on a parity with the related Local Obligations but only for the purpose of refunding all or a portion of the applicable Local Obligations, and, in the case of Community Facilities District No. 07-I, for the purpose of refunding the CFD No. 07-I 2015 Bonds. Other than the CFD No. 07-I 2015 Bonds, there is no other indebtedness of the Community Facilities Districts that will be outstanding on the date that the Local Obligations are issued. Local Obligations will only be refunded if a corresponding amount of Bonds is refunded. For a description of the conditions established in each Local Obligation Indentures for the issuance of Local Obligation Parity Bonds, see APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS. Priority of Lien Each installment of the Special Taxes and any interest and penalties thereon, constitutes a lien on the parcel of land on which it was imposed until the same is paid. Such lien is co-equal to and independent of the lien for general taxes, any other community facilities district special taxes. See “THE TAXING JURISDICTIONS - The Taxing Jurisdictions in the Aggregate” herein. Covenants of the Community Facilities Districts In their respective Local Obligation Indenture, each Community Facilities District has made certain covenants, certain of which are described below. Punctual Payment. The Community Facilities District will duly and punctually pay or cause to be paid the principal of and interest on every Local Obligation and Local Obligation Parity Bond issued under its Local Obligation Indenture, together with the premium, if any, thereon on the date, at the place and in the manner set forth in the Local Obligations and Local Obligation Parity Bonds and in accordance with its Local Obligation Indenture to the extent that Net Special Taxes and other amounts pledged thereunder are available therefor, and that the payments into the Funds and Accounts created thereunder will be made, all in strict conformity with the terms of the Local Obligations, any Local Obligation Parity Bonds, and its Local Obligation Indenture, and that it will faithfully observe and perform all of the conditions, covenants and requirements of its Local Obligation Indenture and all Supplemental Indentures and of the Local Obligations and any Local Obligation Parity Bonds issued under its Local Obligation Indenture. Against Encumbrance. The Community Facilities District will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Special Taxes except as provided in the Local Obligation Indenture, and will not issue any obligation or security having a lien or charge upon the Net Special Taxes superior to or on a parity with the Local Obligations, other than Local Obligation Parity Bonds. Nothing in the Local Obligation Indenture shall prevent the Community Facilities District from issuing or incurring indebtedness which is payable from a pledge of Net Special Taxes which is subordinate in all respects to the pledge of Net Special Taxes to repay the Local Obligations and the Local Obligation Parity Bonds. Page 656 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 19 Levy of Special Tax. So long as any Local Obligations or Local Obligation Parity Bonds issued are Outstanding, the Community Facilities District covenants to levy the Special Tax in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and available for such purpose, to pay (1) the principal of and interest on the Local Obligations and Local Obligation Parity Bonds when due, (2) the Administrative Expenses, (3) any amounts required to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement, (4) any amounts required to replenish the Reserve Account under the Authority Indenture to the Proportionate Share and pay all Policy Costs resulting from the delinquency in the payment of scheduled debt service on the Local Obligations and any Local Obligation Parity Bonds, (5) and any amounts due to the Bond Insurer not included in (1) through (4) above. The Community Facilities District further covenants that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the Community Facilities District’s authority to levy the Special Tax for so long as the Local Obligations and any Local Obligation Parity Bonds are Outstanding. Commence Foreclosure Proceedings. The Community Facilities District covenants for the benefit of the Owners of the Local Obligations and any Local Obligation Parity Bonds that it will review the public records of the County of San Diego, California, in connection with the collection of the Special Taxes not later than July 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year and will commence judicial foreclosure proceedings against (i) properties under common ownership with delinquent Special Taxes in excess of $5,000 by the October 1 following the close of each Fiscal Year in which such Special Taxes were due and (ii) against all properties with delinquent Special Taxes in the aggregate of $2,500 or more by the October 1 following the close of any Fiscal Year if the amount of the Reserve Fund is less than its reserve requirement or if the amount in the Reserve Account is less than the Reserve Requirement. Notwithstanding the foregoing, the Community Facilities District may elect to defer foreclosure proceedings on any parcel for which the District has received funds equal to the delinquent installments of Special Taxes related to such parcel from any source (excluding draws from the Reserve Accounts), including without limitation the proceeds of any sale and assignment of such delinquent installments to a third party, and such funds are available to contribute toward the payment of the principal of and interest on the Bonds and Parity Bonds when due. The Community Facilities District may, but shall not be obligated to, advance funds from any source of legally available funds in order to maintain such Reserve Accounts. The Community Facilities District may treat any delinquent Special Tax sold to an independent third-party or to any funds of the City for at least 100% of the delinquent amount as having been paid. Proceeds of any such sale up to 100% of the delinquent amount will be deposited in the Special Tax Fund. Special Taxes Are Not Within Teeter Plan The Special Taxes are not encompassed within the alternate procedure for the distribution of certain property tax levies on the secured roll pursuant to Chapter 3, Part 8, Division 1 of the California Revenue and Taxation Code (Section 4701 et seq.), commonly referred to as the “Teeter Plan.” The County has adopted a Teeter Plan under which a tax distribution procedure is implemented and secured roll taxes are distributed to taxing agencies within the County on the basis of the tax levy, rather than on the basis of actual tax collections. However, by policy, the County does not include special taxes, assessments or assessments in its Teeter Plan. The Special Taxes of the Taxing Jurisdictions are not included in the County’s Teeter Plan. [Remainder of Page Intentionally Left Blank] Page 657 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 20 THE TAXING JURISDICTIONS Location Map A map showing the location of the Community Facilities Districts is found on the following page. In general, the Community Facilities Districts are situated east and west of California State Route 125 (known as the South Bay Expressway), near the eastern boundary of the City. The Taxing Jurisdictions in the Aggregate Introduction. Set forth under this caption is certain information describing the Taxing Jurisdictions in the aggregate. See APPENDIX A hereto for more information with respect to each Taxing Jurisdiction. Although the Authority believes the information with respect to the Taxing Jurisdictions, in the aggregate, is relevant to an informed decision to purchase the Bonds, investors should be aware that the debt service on one series of Local Obligations may not be used to make up any shortfall in the debt service on another series of Local Obligations. Moreover, the parcels in each Taxing Jurisdiction are taxed according to the applicable Rate and Method, and the applicable Special Taxes may only be applied to pay the debt service on the Local Obligations related to the Taxing Jurisdiction in which such Special Taxes are levied and not on the debt service of any other Local Obligations. Potential investors should further be aware that Special Taxes are levied against individual parcels within each Taxing Jurisdiction and that any such parcel may have a value-to-lien ratio less than the overall value-to-lien ratio for such Taxing Jurisdiction and less than the value-to-lien ratio of the Taxing Jurisdictions in the aggregate. Property Values & Development Status. As of December 1, 2023, over 99.9% of the parcels in the Taxing Jurisdictions were classified as developed under each Rate and Method. Each of the 5 remaining undeveloped parcels are located in Improvement Area A of CFD 06-I. Table 2 sets forth the development status of the property within the Taxing Jurisdictions as of December 1, 2023 determined in accordance with the land use categories in each Rate and Method, the assessed valuation of such property taken from the County Assessor’s records for Fiscal Year 2023-24 and the Fiscal Year 2024-25 projected Special Tax levy by land use category. All of the Special Taxes are projected to be levied on property categorized as Developed Property (which includes residential and non-residential property) with no Special Tax expected to be levied on Undeveloped Property. [Remainder of Page Intentionally Left Blank] Page 658 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 21 Page 659 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 22 TABLE 2 CHULA VISTA MUNICIPAL FINANCING AUTHORITY THE TAXING JURISDICTIONS IN AGGREGATE DEVELOPMENT STATUS AS OF DECEMBER 1, 2023 Development Status No. of Parcels/ Units Fiscal Year 2023-24 Assessed Value (1) Maximum Special Tax(2) Projected Fiscal Year 2024-25 Special Tax Levy(3) % of Fiscal Year 2024-25 Special Tax Levy Developed Commercial 21 $ 98,633,314 $ 289,784 $ 63,779* 1.2% Developed Residential - Attached 2,929(4) 1,216,497,561 3,852,258 1,598,948* 31.2 Developed Residential - Detached 4,074 2,946,312,632 7,805,226 3,460,483* 67.5 Undeveloped Commercial(5) 1 1,276,439 10,038 - 0.0 Undeveloped Residential(5) 4 2,993,136 35,480 - 0.0 Total 7,029 $4,265,713,082 $11,992,786 $5,123,210* 100.0% _____________________________________________________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023 lien date. (2) Pursuant to the Rate and Method for each Taxing Jurisdiction, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. See “SPECIAL RISK FACTORS - Insufficiency of Special Taxes.” (3) Amounts levied are used to pay debt service on, and other costs associated with the Local Obligations and the CFD 07-I 2015 Bonds. Takes into account reduced debt service on the Local Obligations as a result of the issuance of the Bonds and the refunding of the Prior Bonds. (4) Represents units, not parcels. (5) All undeveloped parcels are located in Improvement Area A of CFD No. 06-I. Source: County of San Diego Assessor’s Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Value-To-Lien Ratios. The aggregate assessed value of all of the taxable property in the Taxing Jurisdictions, as established by the County Assessor for Fiscal Year 2023-24 was $4,261,443,507. The aggregate principal amount of the Local Obligations is $31,845,000*. The following tables set forth the aggregate assessed value-to-lien ratios of all the taxable property in the Taxing Jurisdictions based on Fiscal Year 2023-24 assessed values in each of the Taxing Jurisdictions and the principal amount direct and overlapping land-secured debt, including the Local Obligations. [Remainder of Page Intentionally Left Blank] Page 660 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 23 TABLE 3 CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE ASSESSED VALUE-TO-LIEN RATIOS Taxing Jurisdiction Local Obligations(1) Direct & Overlapping Land Secured Debt(2) Total Land Secured Debt Fiscal Year 2023-24 Assessed Value (3) Assessed Value-to-Lien Ratio(4) CFD No. 06-I IA A $9,885,000* $ 6,960,742(5) $16,845,742* $1,601,709,192(6) 95.1:1* CFD No. 06-I IA B 2,495,000* 3,052,451 5,547,451* 328,562,829 59.2:1* CFD No. 07-I 9,525,000* 25,271,909 34,796,909* 1,218,811,562 35.0:1* CFD No. 08-I 6,545,000* 8,013,755 14,558,755* 670,003,366 46.0:1* CFD No. 2001-2 3,395,000* 6,053,864 9,448,864* 442,356,558 46.8:1* Total $31,845,000* $49,352,721 $81,197,721* $4,261,443,507 52.5:1* (1) Based on aggregate principal amount of the Local Obligations. (2) Includes CFD No. 07-I 2015 Bonds, but does not include any general obligation bonded indebtedness applicable to property within the Taxing Jurisdictions. See APPENDIX A for a description of CFD No. 7-I 2015 Bonds and the overlapping general obligation bonded indebtedness applicable to the Taxing Jurisdictions. (3) Reflects Fiscal Year 2023-24 assessed value of all taxable property in the Taxing Jurisdictions. (4) Calculated by dividing the Assessed Value column by the Total Debt column. (5) Excludes Undeveloped Property. (6) Excludes $41,359 overlapping land-secured debt allocated to Undeveloped Property. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. [Remainder of Page Intentionally Left Blank] Page 661 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 24 TABLE 4 CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE ASSESSED VALUE DIRECT AND OVERLAPPING DEBT (DEVELOPED PROPERTY) Estimated Assessed Value-to-Lien Ratio No. of Parcels/ Units Projected Fiscal Year 2024-25 Special Tax Levy (1)* % of Projected Fiscal Year 2024-25 Special Tax Levy* Fiscal Year 2023-24 Assessed Value (2) Total Direct & Overlapping Tax & Assessment Debt(3) Less than 10.00:1 5 $ 3,757 0.1% $ 499,727 $ 62,207 Between 10.00:1 to 20.00:1 49 44,101 0.9% 12,832,874 699,308 Between 20.01:1 to 30.00:1 843 782,531 15.3% 350,421,504 13,488,723 Between 30.01:1 to 40.00:1 1,414 1,219,006 23.8% 747,821,079 21,647,084 Between 40.01:1 to 50.00:1 1,162 889,914 17.4% 699,468,355 15,572,533 Between 50.01:1 to 60.00:1 757 461,253 9.0% 405,066,168 7,378,041 Between 60.01:1 to 70.00:1 613 374,582 7.3% 374,026,563 5,780,652 Between 70.01:1 to 80.00:1 453 266,328 5.2% 271,270,986 3,632,472 Between 80.01:1 to 90.00:1 494 285,753 5.6% 317,647,780 3,732,768 Between 90.01:1 to 100.00:1 458 254,507 5.0% 282,013,835 2,996,657 Greater than 100.01:1 776 541,479 10.6% 800,374,636 6,207,275 Total 7,024 $5,123,210 100.0% $4,261,443,507 $81,197,721 _________________________ (1) Projected Fiscal Year 2024-25 Special Tax levy taking into account lower debt service as a result of the refunding of the Prior Bonds. (2) Total Assessed Value per County of San Diego as of January 1, 2023. Excludes undeveloped parcels. (3) Total includes Local Obligations in the amount of $31,845,000* and CFD 07-I 2015 Bonds in the amount of $9,550,000 plus $39,802,721 of additional overlapping tax and assessment debt, but does not include any general obligation bonded indebtedness applicable to property within the Taxing Jurisdictions. See APPENDIX A - INFORMATION REGARDING THE TAXING JURISDICTIONS for a description of CFD No. 7-I 2015 Bonds and the overlapping general obligation bonded indebtedness applicable to the Taxing Jurisdictions. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Potential investors should be aware that Special Taxes are levied against individual parcels within each Taxing Jurisdiction and that certain individual parcels will have a value-to-lien ratio less than the overall value-to-lien ratio for such Taxing Jurisdiction and less than the overall value-to-lien ratio of the Taxing Jurisdictions in the aggregate. See APPENDIX A - INFORMATION REGARDING THE TAXING JURISDICTIONS for the value-to-lien analysis within each Taxing Jurisdiction. In addition, after September 1, 2032, the Revenues will only consist of the Net Special Taxes from CFD No. 06-I IA B and CFD No. 07-I. [Remainder of Page Intentionally Left Blank] Page 662 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 25 Table 5 sets forth the historical assessed values for the taxable property in the Taxing Jurisdictions on an aggregate basis for each of the current and last four fiscal years. TABLE 5 CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE HISTORICAL ASSESSED VALUE Fiscal Year Land Assessed Value Structure Assessed Value Total Assessed Value % Change in Total Assessed Value 2019-20 $1,499,345,007 $2,015,283,167 $3,514,628,174 2020-21 1,555,605,971 2,075,512,171 3,631,118,142 3.3% 2021-22 1,610,108,065 2,133,639,300 3,743,747,365 3.1% 2022-23 1,758,842,481 2,291,204,747 4,050,047,228 8.2% 2023-24 1,872,149,904 2,393,563,178 4,265,713,082 5.3% ____________________________ Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. Effective Tax Rates. Table 6A and Table 6B below show the average effective tax rates of property with completed homes within the Taxing Jurisdictions based on the average Fiscal Year 2023-24 assessed values, the average Fiscal Year 2023-24 actual levies for all other overlapping taxing jurisdictions and the actual Fiscal Year 2023-24 special tax levy for each Taxing Jurisdiction. The average Special Tax is expected to be reduced between $80-130* for attached residential units and between $155-190* for detached residential units in Fiscal Year 2024-25 as a result of the issuance of the Bonds and the refunding of the Prior Bonds. TABLE 6A CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE AVERAGE DWELLING UNIT EFFECTIVE 2023-24 TAX RATES ATTACHED RESIDENTIAL UNIT Taxing Jurisdiction Average Assessed Value – Completed Dwelling Unit Average CFD Special Tax Average Ad Valorem Taxes Per Completed Dwelling Unit Average Other Taxes and Assessments Per Completed Dwelling Unit Average Effective Tax Rate - Completed Dwelling Unit CFD No. 06-I IA A $426,536 $ 396 $4,933 $1,189 1.53% CFD No. 06-I IA B 447,394 559 5,174 1,355 1.58 CFD No. 07-I 462,249 1,063 5,346 2,369 1.90 CFD No. 08-I 391,067 760 4,522 1,789 1.81 CFD No. 2001-2 426,911 684 4,937 2,236 1.84 ____________________________ Source: Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 663 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 26 TABLE 6B CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE AVERAGE DWELLING UNIT EFFECTIVE 2023-24 TAX RATES DETACHED RESIDENTIAL UNIT Taxing Jurisdiction Average Assessed Value – Completed Dwelling Unit Average CFD Special Tax Average Ad Valorem Taxes Per Completed Dwelling Unit Average Other Taxes and Assessments Per Completed Dwelling Unit Average Effective Tax Rate - Completed Dwelling Unit CFD No. 06-I IA A $837,984 $ 815 $9,691 $2,604 1.56% CFD No. 06-I IA B 551,949 805 6,383 1,902 1.65 CFD No. 07-I 648,094 1,329 7,495 2,694 1.78 CFD No. 08-I 601,916 853 6,961 2,224 1.67 CFD No. 2001-2 730,612 1,087 8,449 4,871 1.97 ____________________________ Source: Spicer Consulting Group, LLC. Top Taxpayers within the Taxing Jurisdictions. No single owner owns more than thirteen parcels within any one Taxing Jurisdiction, and no single taxpayer is projected to be responsible for more than 6.6% of the projected Fiscal Year 2024-25 Special Taxes within any one Taxing Jurisdiction. See APPENDIX A - INFORMATION REGARDING THE TAXING JURISDICTIONS. TABLE 7 CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE TOP TAXPAYERS Property Owner Assessor's Parcels Number of Parcels/ Units Assessed Value(1) % of Assessed Value Projected Fiscal Year 2024- 25 Special Tax Levy % of Projected Total Fiscal Year 2024- 25 Special Tax Levy Contessa V 6 LLC 1 108 $ 25,676,354 0.6% $ 58,827 1.1% Otay Ranch Fourteen LLC 1 98 30,200,000 0.7 44,762 0.9 San Diego Retail 1 LLC 1 1 58,029,297 1.4 37,217 0.7 Realty Income Properties 1 LLC 1 1 14,981,462 0.4 10,987 0.2 Shea Homes Limited Partnership 10 10 3,555,300 0.1 9,205 0.2 M M Manager LLC 13 13 3,792,648 0.1 7,273 0.1 Otay Lakes Professional Plaza LLC 1 1 7,509,670 0.2 5,159 0.1 Eastlake Properties LLC 6 6 2,420,518 0.1 4,469 0.1 Gramico Inc 4 4 1,481,119 0.0 3,682 0.1 Lutteroth Family Trust 04-01-09 3 3 4,800,743 0.1 3,563 0.1 Subtotal 41 245 152,447,111 3.6 185,143 3.6 All other individual property owners 6,779 6,779 4,108,996,396 96.4 4,938,067 96.4 Totals 6,820 7,024 $4,261,443,507 100.0% $5,123,210 100.0% _______________________ (1) Assessed Value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. Excludes Undeveloped Property. (2) Responsibility of the par amount has been allocated based on the estimated Fiscal Year 2024-25 Special Tax levy, with development status as of December 1, 2023, and preliminary bond sizing as provided by the Municipal Advisor. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. Page 664 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 27 Delinquencies. Special Taxes were levied against 6,778 parcels in the Taxing Jurisdictions in Fiscal Year 2022-23. For the Fiscal Year 2022-23 Special Tax levy, as of June 30, 2023, 66 parcels were delinquent in the payment of the 2022-23 Special Tax levy and 28 parcels were still delinquent in payment of Special Taxes for fiscal years 2018-19 through 2021-22. For the Special Tax levies, collections and delinquency rates in each of the Taxing Jurisdictions see APPENDIX A - INFORMATION REGARDING THE TAXING JURISDICTIONS. TABLE 8 CHULA VISTA MUNICIPAL FINANCING AUTHORITY TAXING JURISDICTIONS IN AGGREGATE HISTORICAL DELINQUENCY RATES AT FISCAL YEAR END(1) Taxing Jurisdiction % of Total Fiscal Year 2024-25 Projected Special Tax Levy(2) 2019 2020 2021 2022 2023 CFD No. 06-I IA A 26.6% 0.91% 2.02% 1.44% 0.91% 1.93% CFD No. 06-I IA B 6.6% 0.79% 0.97% 0.46% 0.56% 0.19% CFD No. 07-I 39.9% 0.52% 0.60% 0.42% 0.51% 0.43% CFD No. 08-I 17.4% 0.49% 0.70% 0.42% 0.41% 0.66% CFD No. 2001-2 9.5% 0.35% 0.51% 0.09% 0.40% 0.58% Total 100.0% 0.62% 1.02% 0.67% 0.59% 0.88% (1) Does not include collections subsequent to the end of the Fiscal Year in which the Special Taxes were levied. (2) See “SPECIAL RISK FACTORS – Limitation on Revenues” herein. In the Fiscal Year 2032-33, the Bonds will only be secured by Net Special Taxes of Improvement Area B of CFD No. 06-I and CFD No. 07-I. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] Page 665 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 28 SPECIAL RISK FACTORS The purchase of the Bonds involves significant risks and is not a suitable investment for all investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the Bonds. This discussion does not purport to be comprehensive or definitive and does not purport to be a complete statement of all factors which may be considered as risks in evaluating the credit quality of the Bonds. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the Taxing Jurisdictions to pay their Special Taxes when due. Such failures to pay Special Taxes could result in the inability of the Community Facilities Districts to make full and punctual payments of debt service on the Local Obligations which comprise the Revenues available to pay debt service on the Bonds. In addition, the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the Taxing Jurisdictions. See “- Property Values” and “- Limited Secondary Market.” Risks of Real Estate Secured Investments Generally Because the timely payment of debt service on the Bonds will be dependent upon the timely payment of the Local Obligations and the timely payment of the Local Obligations will be dependent upon the timely payment of Special Taxes, which are secured ultimately by the Taxable Property within the Taxing Jurisdictions, the Bond Owners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in and around the vicinity of the Taxing Jurisdictions, the supply of or demand for competitive properties in such area, and the market value of residential property or buildings and/or sites in the event of sale or foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; (iii) natural disasters (including, without limitation, earthquakes, wildfires, floods, drought and windstorms), which may result in uninsured losses; and (iv) adverse changes in local market conditions. Limitation on Revenues The Revenues are limited by the final maturity of the Local Obligations. After September 1, 2032, the Bonds will be secured only by payments received with respect to the CFD 06-I IAB Bonds and the CFD 07-I Bonds. Prior to September 1, 2032, debt service on the CFD 06-I IA B Bonds represent 6.6% of Revenues and debt service on the CFD 07-I Bonds represent 39.9% of Revenues. In the final year Bond ending September 1, 2033, debt service on the CFD 06-I IA B Bonds will represent 14.1% of Revenues and debt service on the CFD 07-I Bonds will represent 85.9% of Revenues. The Bonds are Limited Obligations of the Authority The Bonds are limited obligations of the Authority payable only from amounts pledged under the Indenture, which consist primarily of payments made to the Trustee on the Local Obligations and the Reserve Fund. Funds for the payment of the principal of and the interest on the Local Obligations are derived only from payments of Special Taxes. The amount of Special Taxes that are collected could be insufficient to pay principal of and interest on the Local Obligations due to non-payment of the Special Taxes levied or due to insufficient proceeds received from a judicial foreclosure sale of land within the Taxing Jurisdictions following delinquency. The Community Facilities Districts’ legal obligations with respect to any delinquent Special Taxes is limited to the institution of judicial foreclosure proceedings under certain circumstances with respect to any parcels for which Special Taxes is delinquent. The Bonds cannot be accelerated in the event of any default. Page 666 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 29 Failure by owners of the parcels within the Taxing Jurisdictions to pay Special Tax installments when due, delay in foreclosure proceedings, or the inability of the Community Facilities Districts to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent installments of Special Taxes levied against such parcels may result in the inability of the Community Facilities Districts to make full or timely payments of debt service on the Local Obligations, which may, in turn, result in the depletion of the Reserve Fund and the inability of the Authority to make full or timely payment on the Bonds. No Obligation of the City The Local Obligations and the interest thereon, and in turn, the Bonds, are not payable from the general funds of the City. Except with respect to the Special Taxes, neither the credit nor the taxing power of the Community Facilities Districts or the City is pledged for the payment of the Local Obligations or the interest thereon, and except to compel a levy of the Special Taxes securing the Local Obligations, no Owner of the Bonds may compel the exercise of any taxing power by the Community Facilities Districts or the City or force the forfeiture of any property of the City or the Community Facilities Districts. The principal of, premium, if any, and interest on the Bonds are not a debt of the City or the Community Facilities Districts or a legal or equitable pledge, charge, lien or encumbrance upon any of the City’s or the Community Facilities Districts’ property or upon any of the City’s or the Community Facilities Districts’ income, receipts or revenues, except the Revenues and other amounts pledged under the Indenture. No Cross-Collateralization Between Taxing Jurisdictions The Local Obligations are not cross-collateralized. In other words, the Special Taxes from one Taxing Jurisdiction cannot be used directly to cover any shortfall in the payment of debt service on the Local Obligations of another Taxing Jurisdiction. However, all amounts in the Reserve Fund are available to pay debt service on the Bonds if the amounts in the Interest Account or the Principal Account of the Revenue Fund are insufficient to pay the principal of or interest on the Bonds when due. See the caption “SECURITY FOR THE BONDS - Reserve Fund.” Potential Early Redemption of Bonds from Prepayments or Other Sources Property owners within the Taxing Jurisdictions are permitted to prepay their Special Taxes 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 Local Obligations on the first March 1 or September 1 which is more than 30 days following the receipt of the prepayment. The proceeds of the Local Obligations so redeemed will then be used to make a mandatory redemption of the Bonds. Such mandatory redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. See “THE BONDS - Special Redemption.” Property Values The value of property within the Taxing Jurisdictions is an important factor in evaluating the investment quality of the Bonds. In the event that a property owner defaults in the payment of a Special Tax installments, a Community Facilities District’s only remedy is to judicially foreclose on that property. Prospective purchasers of the Bonds should not assume that the property within the Taxing Jurisdictions could be sold for the assessed values described herein at a foreclosure sale for delinquent Special Tax installments or for an amount adequate to pay delinquent Special Tax installments. The assessed values set forth in this Official Statement do not represent market values arrived at through an appraisal process and generally reflect only the sales price of a parcel when acquired by its current Page 667 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 30 owner, increased or decreased annually by an amount determined by the County Assessor based on current market conditions, generally not to exceed an increase of more than 2% per fiscal year from the date of purchase (except in the case of new construction subsequent to such acquisition). No assurance can be given that a parcel could actually be sold for its assessed value. The actual market value of the property is subject to future events such as downturn in the economy, occurrences of certain acts of nature and the decisions of various governmental agencies as to land use, all of which could adversely impact the value of the property in the Taxing Jurisdictions which is the security for the Local Obligations, which secure the Bonds. As discussed herein, many factors could adversely affect property values within the Taxing Jurisdictions. Natural Disasters The Taxing Jurisdictions, like all California communities, may be subject to unpredictable seismic activity, fires, flood, or other natural disasters. Southern California is a seismically active area. Seismic activity represents a potential risk for damage to buildings, roads, bridges and property within the Taxing Jurisdictions. No known active or potentially active faults, as defined in the Alquist-Priolo Earthquake Fault Zone Act, cross the property with the Community Facilities Districts, and the Community Facilities Districts are not located in an Alquist-Priolo Earthquake Study Zone. In addition, land susceptible to seismic activity may be subject to liquefaction during the occurrence of such event. The Community Facilities Districts are not located in a flood plain area. In recent years, wildfires have caused extensive damage throughout the State, including within the County. Certain of these fires have burned thousands of acres and destroyed hundreds and in some cases thousands of homes. In some instances entire neighborhoods have been destroyed. Several fires in recent years damaged or destroyed property in areas that were not previously considered to be at risk from such events. In 2003, the Cedar Fire was a wildfire which started in the Cleveland National Forest in central San Diego County and eventually burned more than 280,000 acres, destroying over 2,800 structures. Simultaneously, the Otay Fire burned more than 46,000 acres, but was stopped from spreading into housing developments by Otay Lake. Certain portions of the City were placed under evacuation orders, but no structures within the City were lost as a result of such wildfires. The Witch Creek Fire occurred in 2007, and again evacuations were ordered, but no damage was sustained in the City. The Harris Fire also occurred in 2007, starting in Potrero in the far south of San Diego County. It approached the eastern limits of the City before it was contained. Based on mapping by the Department of Forestry and Fire Protection of the State of California (“CalFire”) that was last updated in 2023, the Community Facilities Districts are located in an area directly adjacent to an area which the CalFire has designated as a very high fire hazard severity zone. There is a risk of residential property within the Taxing Jurisdictions being destroyed by wildfires and no assurance can be given as to the severity or frequency of wildfires within the vicinity of the Community Facilities Districts. Additionally, property located adjacent to burn areas can be subject to mudslides and flooding, which can cause significant damage and destruction to property. In the event of a severe earthquake, fire, flood or other natural disaster, there may be significant damage to both property and infrastructure in the Taxing Jurisdictions. As a result, a substantial portion of the property owners may be unable or unwilling to pay the Special Taxes when due. In addition, the value of property in the Taxing Jurisdictions could be diminished in the aftermath of such a natural disaster, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Special Taxes. Page 668 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 31 Hazardous Substances While government taxes, assessments and charges are a common claim against the value of a parcel, other less common claims may also be relevant. One of the most serious in terms of the potential reduction in the value of a parcel is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Super Fund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar in effect. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of a parcel whether or not the owner (or operator) had anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels within the Taxing Jurisdictions be affected by a hazardous substance, is to reduce the marketability and value by the costs of remedying the condition. The Community Facilities Districts are not aware of the presence of any federally or state classified hazardous substances in violation of any environmental laws, located on the property within the Taxing Jurisdictions. However, it is possible that such materials do currently exist and that the Community Facilities Districts are not aware of them. It is possible that property in the Taxing Jurisdictions may be liable for hazardous substances in the future as a result of the existence, currently, of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or the existence, currently, on the property of a substance not presently classified as hazardous but which may in the future be so classified. Additionally, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling such substance. All of these possibilities could have the effect of reducing the value of the applicable property. Cybersecurity The City, like many other public and private entities, rely on computer and other digital networks and systems to conduct their operations. The City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the efforts of the City to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, or the administration of the Bonds. 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 Taxes 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. Parity Taxes and Special Assessments Property within the Taxing Jurisdictions is subject to taxes and other charges levied by several other public agencies. See the discussion of direct and overlapping indebtedness in APPENDIX A — INFORMATION REGARDING THE TAXING JURISDICTIONS. None of the Authority, the Community Facilities Districts or the City has control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property within the Taxing Jurisdictions. The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with the lien of all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general ad valorem property taxes regardless of when they are imposed upon the same property. Page 669 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 32 The Special Taxes have priority over all existing and future private liens imposed on the property. See “— Bankruptcy and Foreclosure” below. None of the Authority, the Community Facilities Districts or the City has control over the ability of other entities and districts to issue indebtedness secured by special taxes, ad valorem taxes or assessments payable from all or a portion of the property within the Taxing Jurisdictions. In addition, the landowners within the Taxing Jurisdictions may, without the consent or knowledge of the Authority, the Community Facilities Districts or the City, petition other public agencies to issue public indebtedness secured by special taxes, ad valorem taxes or assessments. Any such special taxes, ad valorem taxes or assessments may have a lien on such property on a parity with the Special Taxes and could reduce the estimated value- to-lien ratios for property within the Taxing Jurisdictions described in this Official Statement. Payment of the Special Tax is not a Personal Obligation of the Owners An owner of a taxable parcel is not personally obligated to pay the Special Tax. Rather, the Special Tax is an obligation which is secured only by a lien against the taxable parcel. If the proceeds received from the sale of a taxable parcel following a Special Tax delinquency are not sufficient, taking into account other liens imposed by public agencies, to pay the full amount of the Special Tax delinquency, the Community Facilities Districts have no recourse against the owner of the parcel. Disclosures to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and the risk of such a levy and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The City has caused a notice of the Special Tax that may be levied against the taxable parcels in each Taxing Jurisdiction to be recorded in the Office of the Recorder for the County. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a property within the Taxing Jurisdictions or lending of money thereon. The Mello-Roos 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 Mello-Roos special tax 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 Delinquencies Under provisions of the Mello-Roos Act, the Special Taxes, from which funds necessary for the payment of principal of and interest on the Local Obligations and, thus, the Bonds are derived, are customarily billed to the properties within the Taxing Jurisdictions on the ad valorem property tax bills sent by the County to owners of such properties. The Mello-Roos 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. Page 670 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 33 See the delinquency tables in APPENDIX A — INFORMATION REGARDING THE TAXING JURISDICTIONS for the delinquency history of each Taxing Jurisdication over the last five Fiscal Years. See “SECURITY FOR THE LOCAL OBLIGATIONS - Covenants of the Community Facilities Districts - Commence Foreclosure Proceedings,” for a discussion of the provisions which apply, and procedures which the Community Facilities Districts are obligated to follow under the Local Obligation Indentures, in the event of delinquencies in the payment of Special Taxes. See “- Bankruptcy and Foreclosure” below for a discussion of the policy of the Federal Deposit Insurance Corporation (the “FDIC”) regarding the payment of special taxes and assessment and limitations on the Community Facilities Districts’ ability to foreclose on the lien of the Special Taxes in certain circumstances. The Community Facilities Districts have the authority and the obligation, subject to the Mello-Roos Act and the maximum Special Tax rates set forth in each Rate and Method, to increase the levy of Special Taxes against non-delinquent property owners in the applicable Taxing Jurisdiction in the event other owners within such Taxing Jurisdiction are delinquent. Pursuant to each Rate and Method, under no circumstances may the Special Tax levied against any parcel for which an occupancy permit for private residential use has been issued be increased by more than 10% per fiscal year as a consequence of delinquency or default by the owner of any other parcel or parcels within the Taxing Jurisdiction. Thus, the Community Facilities Districts may not be able to increase Special Tax levies in future fiscal years by enough to make up for delinquencies for prior fiscal years. This would result in draws on the Reserve Fund, and if delinquencies continue and in the aggregate exceed the Reserve Fund balance, defaults would occur in the payment of principal and interest on the Bonds. Insufficiency of Special Taxes Notwithstanding that the maximum Special Taxes that may be levied in the Taxing Jurisdictions exceeds debt service due on the Local Obligations, the Special Taxes collected could be inadequate to make timely payment of debt service either because of nonpayment or because property becomes exempt from taxation. Each Rate and Method exempts certain specified property from the Special Tax levy. See APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. If for any reason property within a Taxing Jurisdiction becomes exempt from taxation by reason of ownership by a non-taxable entity such as the federal government, another public agency or other organization determined to be exempt, subject to the limitations of the maximum authorized rates, the Special Tax will be reallocated to the remaining taxable properties within such Taxing Jurisdiction. This could result in certain owners of property paying a greater amount of the Special Tax and could have an adverse impact upon the ability and willingness of the owners of such property to pay the Special Tax when due. The Mello-Roos Act provides that, if any property within a Taxing Jurisdiction not otherwise exempt from the Special Tax is acquired by a public entity through a negotiated transaction, or by gift or devise, the Special Tax will continue to be levied on and enforceable against the public entity that acquired the property. In addition, the Mello-Roos Act provides that, if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment and be paid from the eminent domain award. The constitutionality and operation of these provisions of the Mello-Roos Act have not been tested in the courts. Due to problems of collecting taxes from public agencies, if a substantial portion of land within a Taxing Jurisdiction became owned by public agencies, collection of the Special Tax might become more difficult and could result in collections of the Special Tax which might not be sufficient to pay principal of and interest on the related Local Obligations when due, or if a substantial portion of land within a Taxing Jurisdiction became exempt from the Special Tax because of public ownership, or otherwise, the maximum Special Taxes which could be levied upon the remaining taxable property therein might not be sufficient to pay principal of and interest on the related Local Obligations when due, and in Page 671 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 34 either case a default could occur with respect to the payment of such principal and interest, and, in turn, a default could occur in the payment of the principal and interest on the Bonds. Moreover, under no circumstances may the Special Tax levied against any parcel for which an occupancy permit for private residential use has been issued within a Taxing Jurisdiction be increased by more than 10% per fiscal year as a consequence of delinquency or default by the owner of any other parcel or parcels within such Taxing Jurisdiction. Thus, the Community Facilities Districts may not be able to increase Special Tax levies in a Taxing Jurisdiction in future fiscal years by enough to make up for delinquencies within such Taxing Jurisdiction for prior fiscal years. This may result in draws on the Reserve Fund, and if delinquencies continue and in the aggregate exceed the Reserve Fund balance, defaults would occur in the payment of principal and interest on the Bonds. See “SECURITY FOR THE LOCAL OBLIGATIONS.” Risks Associated with Reserve Policy (insert as needed). FDIC/Federal Government Interests in Properties General. The ability of a Community Facilities District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest. The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.” This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the Taxing Jurisdictions but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and a Community Facilities District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States. The Community Facilities Districts have 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 Taxes within the Taxing Jurisdictions, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding. FDIC. In the event that any financial institution making any loan which is secured by real property within the Taxing Jurisdictions 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 a Community Facilities District to collect interest and penalties specified by State law and to foreclose the lien of Page 672 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 35 delinquent unpaid Special Taxes 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. The Policy Statement states that the FDIC generally will not pay non-ad valorem 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. Special taxes imposed under the Mello-Roos 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 Mello-Roos Act. The Community Facilities Districts are unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within a Taxing Jurisdiction in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes 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 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 In the event of a delinquency in the payment of the Special Taxes, the Community Facilities Districts, under certain circumstances, are required to commence enforcement proceedings as described under the heading “SECURITY FOR THE LOCAL OBLIGATIONS - Covenants of the Community Facilities Districts.” However, prosecution of such proceedings could be delayed due to crowded local court calendars, dilatory legal tactics, or bankruptcy. It is also possible that the Community Facilities Districts will be unable to realize proceeds in an amount sufficient to pay the applicable delinquency. Moreover, the ability of the Community Facilities Districts to commence and prosecute enforcement proceedings may be limited by bankruptcy, insolvency and other laws generally affecting creditors’ rights (such as the Soldiers’ and Sailors’ Relief Act of 1940) and by the laws of the State relating to judicial and non-judicial foreclosure. Although bankruptcy proceedings would not cause the liens of the Special Taxes to become extinguished, the amount and priority of any Special Tax liens 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 the enforcement proceedings because federal bankruptcy laws provide for an automatic stay of foreclosure and tax sale proceedings. Any such delay could increase the likelihood of delay or default in payment of the principal of and interest on the Local Obligations, and the possibility of delinquent tax installments not being paid in full. The various legal opinions delivered in Page 673 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 36 connection with the issuance of the Bonds, including Bond Counsel’s approving legal opinion, are qualified as to the enforceability of the Bonds, the Indenture, the Local Obligations and the Local Obligation Indentures by reference to bankruptcy, reorganization, moratorium, insolvency and other laws affecting the rights of creditors generally or against public corporations such as the Authority and the Community Facilities Districts. Funds Invested in the County Investment Pool On January 24, 1996, the United States Bankruptcy Court for the Central District of California held that a State statute providing for a priority of distribution of property held in trust conflicted with, and was preempted by, federal bankruptcy law. In that case, the court addressed the priority of the disposition of moneys held in a county investment pool upon bankruptcy of the county. Following payment of the Special Taxes to the Community Facilities Districts and prior to payment by Trustee of debt service on the Local Obligations, such funds may be invested in the name of the City or a Community Facilities District for a period of time in the County investment pool. In the event of a petition of or the adjustment of County debts under Chapter 9 of the Federal Bankruptcy Code, a court might hold that the Community Facilities Districts and in turn the Authority and the Bond owners do not have a valid and/or prior lien on the Special Taxes or debt service payments on the Local Obligations where such amounts are deposited in the County investment pool and may not provide the Bond owners with a priority interest in such amounts. In that circumstance, unless the Bond owners could “trace” the funds that have been deposited in the County investment pool, the Bond owners would be unsecured (rather than secured) creditors of the County. There can be no assurance that the Bond owners could successfully so trace the Special Taxes or debt service payments. 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. Pursuant to the Indenture, an Owner of the Bonds is given the right for the equal benefit and protection of all owners similarly situated to pursue certain remedies described in APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — SUMMARY OF AUTHORITY INDENTURE - EVENTS OF DEFAULT AND REMEDIES. 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. 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 creditors’ rights, by equitable principles, by the exercise of judicial discretion and by limitations on remedies against public agencies in the State. 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 of the Bonds. Loss of Tax Exemption As discussed under the caption “TAX MATTERS” herein, interest on the Bonds could become includable 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 Authority, the City or the Community Facilities Districts in violation of covenants in the Indenture or the Local Obligation Indentures, respectively. Should such an event of taxability occur, the Bonds are not subject to a special redemption and will remain outstanding until maturity or until redeemed under one of the other redemption provisions contained in the Indenture. Page 674 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 37 Future legislative proposals, if enacted into law, clarification of the 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 legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the Bonds. 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. It is possible that subsequent to the issuance of the Bonds there might be federal, State, or local statutory changes (or judicial or regulatory interpretations of federal, State, or local law) that affect the federal, State, or local tax treatment of the Bonds or the market value of the Bonds. No assurance can be given that subsequent to the issuance of the Bonds such changes or interpretations will not occur. See “TAX MATTERS” below. 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 Authority has committed to provide certain statutorily required financial and operating information, there can be no assurance that such information will be available to Bondowners on a timely basis. See “CONCLUDING INFORMATION - Continuing Disclosure” and APPENDIX F — FORM OF CONTINUING DISCLOSURE AGREEMENT. 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 of California 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 continue to be interpreted by the courts. The Initiative could potentially impact the Special Taxes available to the Community Facilities Districts to pay the principal of and interest on the Local Obligations as described below. Among other things, Section 3 of Article XIII 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 Mello-Roos 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 Mello-Roos 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 Mello-Roos 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 August 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, Page 675 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 38 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 Taxes if such reduction would interfere with the timely retirement of the Local Obligations. The interpretation and application of the Initiative will continue to 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.” Ballot Initiatives Articles XIII A, XIII B, XIII C and XIII D, all of which placed certain limitations on the power of local agencies to tax, collect and expend revenues, 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. 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 the Community Facilities Districts to increase revenues or to increase appropriations or on the ability of the landowners within the Taxing Jurisdictions to complete any remaining future development. 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, 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). As described below, this case 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 of Sacramento 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 Page 676 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 39 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 of Sacramento and not just the owners of the property within the boundaries of the proposed CFD. Citing the San Diego Decision, the tentative 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 of Sacramento. Because the vote within the proposed CFD was by landowners only and not by all registered voters in the City of Sacramento, 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 the Taxing Jurisdictions, the Special Taxes, or the Local Obligations. The City of Sacramento did not appeal the superior court’s ruling. The Special Tax Election in the Taxing Jurisdictions. 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 the Taxing Jurisdictions had less than 12 registered voters at the time of the election to authorize the Special Taxes. 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 elections in the Taxing Jurisdictions. 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. Voters in each Taxing Jurisdictions approved their respective Special Tax more than twenty years ago. Based on Sections 53341 and 53359 of the Act and analysis of existing laws, regulations, rulings and court decisions, the Community Facilities Districts believe that no successful challenge to the their respective Special Taxes being levied in accordance with the applicable Rate and Method may now be brought. LEGAL MATTERS Enforceability of Remedies The remedies available to the Trustee and the Owners of the Bonds upon an event of default under the Indenture or any other document described herein are in many respects dependent upon regulatory and judicial actions which are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. In the case of any bankruptcy proceeding involving the City, the rights of the Owners could be modified at the direction of the court. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified to the extent that the enforceability of certain legal rights related to the Indenture and other pertinent documents is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. Page 677 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 40 Approval of Legal Proceedings The validity of the Bonds and certain other legal matters are subject to the approving opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel to the Authority. A complete copy of the proposed form of Bond Counsel opinion is contained in “APPENDIX E” hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. The Authority and the City have no knowledge of any fact or other information which would indicate that the Indenture or the Bonds are not so enforceable against the Authority except to the extent such enforcement is limited by principles of equity, by state and federal laws relating to bankruptcy, reorganization, moratorium or creditors’ rights generally and by limitations on legal remedies against municipalities in the State. Certain legal matters will be passed on by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Disclosure Counsel and by Lounsbery Ferguson Altona & Peak LLP, Escondido California, Acting City Attorney. Certain legal matters will be passed on for the Underwriter by its counsel, Kutak Rock LLP, Irvine, California. Fees payable to Bond Counsel, Disclosure Counsel and Underwriter’s Counsel are contingent upon the sale and delivery of the Bonds. No Litigation The Authority will furnish a certificate dated the date of delivery of the Bonds to the effect that there is no litigation pending or, to the knowledge of the duly authorized officer of the Authority executing the certificate, threatened, seeking to restrain or enjoin the execution, sale or delivery of the Bonds, in any way contesting or affecting the authority for the execution, sale or delivery of the Bonds, or the execution and delivery of the Indenture or the Continuing Disclosure Agreement, or in any way contesting the existence or powers of the Authority. TAX MATTERS In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. However, it should be noted that for tax years beginning after December 31, 2022, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), generally certain corporations with more than $1,000,000,000 of average annual adjusted financial statement income, interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. The excess of the stated redemption price at maturity of a Bond over the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by the Beneficial Owner will increase the Beneficial Owner’s basis in the applicable Bond. Bond Counsel’s opinion as to the exclusion from gross income of interest (and original issue discount) on the Bonds is based upon certain representations of fact and certifications made by the Authority, the Page 678 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 41 Community Facilities Districts, the City and others and is subject to the condition that the Authority, the Community Facilities Districts, the City and others making such representations comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds to assure that interest (and original issue discount) on the Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Authority, the Community Facilities Districts and the City have covenanted to comply with all such requirements. The amount by which a Beneficial Owner’s original basis for determining loss on sale or exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code; such amortizable bond premium reduces the Beneficial Owner’s basis in the applicable bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a Beneficial Owner realizing a taxable gain when a Bond is sold by the Beneficial Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Beneficial Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium. The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of other similar bonds). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the issuance of the Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Bonds or their market value. SUBSEQUENT TO THE ISSUANCE OF THE BONDS THERE MIGHT BE FEDERAL, STATE, OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE, OR LOCAL TAX TREATMENT OF THE BONDS INCLUDING THE IMPOSITION OF ADDITIONAL FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON OWNERS OF TAX- EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE BONDS. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE BONDS STATUTORY CHANGES WILL NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE BONDS. Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income of interest (and original issue discount) on the Bonds for federal income tax purposes with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth LLP. Page 679 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 42 Although Bond Counsel will render an opinion that interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes provided that the Authority, the Community Facilities Districts and the City continue to comply with certain requirements of the Code, the ownership of the Bonds and the accrual or receipt of interest (and original issue discount) with respect to the Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds. Should interest on the Bonds (including any original issue discount) become includable in gross income for federal income tax purposes, the Bonds are not subject to early redemption and will remain outstanding until maturity or until redeemed in accordance with the Indenture. A copy of the proposed form of opinion of Bond Counsel is attached hereto as APPENDIX E. CONCLUDING INFORMATION Rating on the Bonds Standard & Poor’s has assigned their rating of “___” to the Bonds. Such rating reflects only the views of the rating agency and any desired explanation of the significance of such rating, or any outlook associated with such rating, should be obtained from the rating agency. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by the rating agency, if in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. Underwriting The Bonds were sold to Raymond James & Associates, Inc. (the “Underwriter”) pursuant to a Bond Purchase Agreement by and between the Underwriter and the Authority. The Underwriter purchased the Bonds at a price equal to $___________, which represents the principal amount of the Bonds plus a net original issue premium of $___________, less an Underwriter’s discount of $______________. The Underwriter will pay certain of its expenses relating to the offering from the Underwriter’s discount. The Underwriter is offering the Bonds at the prices set forth on the inside front cover page hereof. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering prices stated on the inside front cover page hereof. The offering prices may be changed from time to time by the Underwriter. The Municipal Advisor The material contained in this Official Statement was prepared by the Authority and the Community Facilities Districts with the assistance of the Municipal Advisor who advised the Authority and the Community Facilities Districts as to the financial structure and certain other financial matters relating to the Bonds. The information set forth herein received from sources other than the City has been obtained by the Authority from sources which are believed to be reliable, but such information is not guaranteed by Municipal Advisor as to accuracy or completeness, nor has it been independently verified. Fees payable to the Municipal Advisor are contingent upon the sale and delivery of the Bonds. Page 680 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 43 Continuing Disclosure The Authority will covenant to provide certain annual financial information (the “Annual Reports”) no later than January 31 of each year, commencing with the report due January 31, 2025, and notices of the occurrence of certain significant events in accordance with Rule 15c2-12 of the Securities Exchange Act of 1934 as amended (the “Rule”). The Annual Reports and the notices will be filed by the Authority on the Electronic Municipal Market Access Website (“EMMA”) operated by the Municipal Securities Rulemaking Board (www.emma.msrb.org). The required content of the Annual Reports and the specific nature of the notices of significant events and certain other terms of the continuing disclosure obligation are included in APPENDIX F - FORM OF CONTINUING DISCLOSURE AGREEMENT. These covenants will be made in order to assist the Underwriter in complying with the Rule. Failure of the Authority to provide the required ongoing information may have a negative impact on the value of the Bonds in the secondary market. The City and certain other entities related to the City, including the Authority, have entered into previous undertakings pursuant to the Rule. Within the last five years, the City or the Authority have failed to comply with prior undertakings as described below. (i) With respect to (a) the 2013 Bonds, (b) the Authority’s Special Tax Revenue Refunding Bonds, Series 2015A and (c) the Authority’s Revenue Refunding Bonds, Series 2015B, the City filed unaudited financial statements on EMMA with its annual report for Fiscal Year 2021-22 by the required January 31, 2023 deadline because the City’s audited financial statements were not yet complete. The City’s Dissemination Agent filed the City’s audited financial statements for Fiscal Year 2021-22 on all required CUSIPs other than with respect to the foregoing issues shortly after such audited financial statements became available in March 2023. The Dissemination Agent filed the City’s audited financial statements for Fiscal Year 2021-22 for the foregoing issues on January 18, 2024 and a notice of the failure to timely file the Fiscal Year 2021-22 audited financial statements on January 24, 2024. (ii) The City incurred a financial obligation (as defined in the Rule) on November 22, 2022, however, the notice of such incurrence was not filed on EMMA as required by the continuing disclosure undertaking with respect to the City’s Series 2021 Taxable Pension Obligation Bonds until January 24, 2024. Additional Information The summaries and references contained herein with respect to the Indenture, the Local Obligation Indentures, the Bonds, statutes and other documents, do not purport to be comprehensive or definitive and are qualified by reference to each such document or statute and references to the Bonds are qualified in their entirety by reference to the form thereof included in the Indenture. Copies of the Indenture and the Local Obligation Indentures may be obtained after delivery of the Bonds from the Trustee. References Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or Owners of any of the Bonds. Page 681 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 44 Execution The execution of this Official Statement has been duly authorized by the Board of Directors of the Chula Vista Municipal Financing Authority. CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: ___________________________ Executive Director Page 682 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 APPENDIX A INFORMATION REGARDING THE TAXING JURISDICTIONS Community Facilities District No. 06-I Improvement Area A Location and Description. Community Facilities District No. 06-I Improvement Area No. A (“CFD No. 06-I IA A”) is located north and south of Otay Lakes Road, adjacent to Otay Lake and Upper Otay Lake with Hunte Parkway forming the western border north of Otay Lakes Road and Wueste Road forming the eastern border south of Otay Lakes Road. The northern border is generally Proctor Valley Road and the southern border is generally Olympic Parkway. Two small areas fall south of Olympic Parkway and one area falls west of Hunte Parkway. CFD No. 06-I IA A includes 2,205 residences, of which are 1,607 single-family detached residences and 598 are single-family attached residences. CFD No. 06-I IA A encompasses approximately 737 gross acres. The residences range in size from 964 square feet to 11,873 square feet for some custom homes. There is 1 parcel zoned for commercial use and 4 parcels zoned for residential use categorized under the Rate and Method for CFD No. 06-I IA A as Undeveloped Property. The Undeveloped commercial property is 0.9 acres which could be developed with approximately 12,000 square feet of commercial use and the undeveloped residential property consists of 4 custom home sites of a minimum 20,000 square feet. No assurance can be given that any of these remaining parcels will be developed. Assigned Special Taxes. Table A-1 below sets forth the Special Taxes that are projected to be levied on taxable property within CFD No. 06-I IA A in Fiscal Year 2024-25, taking into account the reduced debt service on the CFD No. 06-I IA A Bonds as a result of the issuance of the Bonds and the CFD No. 06-I IA A Bonds. The Special Taxes in CFD No. 06-I IA A may not be levied after Fiscal Year 2042-43. The final maturity of the CFD No. 06-I IA A Bonds is September 1, 2032. TABLE A-1 CITY OF CHULA VISTA CFD NO. 06-I IA A ESTIMATED SPECIAL TAX LEVY FOR FISCAL YEAR 2024-25 Development Status No. of Parcels/ Units Fiscal Year 2023-24 Assessed Value (1) Maximum Special Tax(2) Projected Fiscal Year 2024-25 Special Tax Levy(3) % of Fiscal Year 2024-25 Special Tax Levy Developed Commercial - $ - $ - $ - 0.0% Developed Residential - Attached 598(4) 255,068,709 610,266 188,975 13.8 Developed Residential - Detached 1,607 1,346,640,483 3,421,526 1,176,525 86.2 Undeveloped Commercial 1 1,276,439 10,038 - 0.0 Undeveloped Residential 4 2,993,136 35,480 - 0.0 Total 2,210 $1,605,978,767 $4,077,310 $1,365,500 100.0% _____________________________________________________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023 lien date. (2) Pursuant to the Rate and Method for CFD No. 06-I IA A, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. (3) Takes into account reduced debt service as a result of the issuance of the Bonds and the CFD No. 06-I IA A Bonds. (4) Represents units, not parcels. Source: County of San Diego Assessor’s Office; Spicer Consulting Group, LLC. Page 683 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-2 The Assigned Special Tax for each Assessor’s Parcel of Developed Property (as those terms are defined in the Rate and Method for CFD No. 06-I IA A) is calculated as set forth below. The terms “Residential Property”, “Residential Floor Area”, “Commercial Property”, “Hotel Property” and “Acre” are defined in the Rate and Method for CFD No. 06-I IA A included in APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. For Zone 1 (Vistas) Residential Property Commercial Property and Hotel Property $0.58 per square foot of Residential Floor Area $6,000 per Acre For Zone 2 (Woods) Residential Property Commercial Property and Hotel Property $0.67 per square foot of Residential Floor Area $6,000 per Acre As shown in Table A-1 above, the projected Special Tax levy for CFD No. 06-I IAA in Fiscal Year 2024-25 is $1,365,500, which is approximately 33.5% of the maximum Assigned Special Tax for all Developed Property in CFD No. 06-I IA A. The Special Tax is levied first on all Developed Property to satisfy the Special Tax Requirement before being levied on Undeveloped Property, therefore, the Special Tax is not anticipated to be levied on Undeveloped Property. For the complete text of the CFD No. 06-I IA A Rate and Method, see APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. Delinquencies. Table A-2 is a summary of Special Tax levies, collections and delinquency rates in CFD No. 06-I IA A for Fiscal Years 2018-19 through 2022-23. TABLE A-2 CITY OF CHULA VISTA CFD NO. 06-I IA A SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES Delinquencies at Fiscal Year End(1) Delinquencies as of June 30, 2023 Fiscal Year Amount Levied Parcels Levied Parcels Delinquent Amount Delinquent Percent Delinquent Parcels Delinquent Amount Delinquent Percent Delinquent 2018-19 $1,781,184 2,200 13 $16,144 0.91% 1 $ 721 0.04% 2019-20 1,740,160 2,202 33 35,119 2.02 2 2,104 0.12 2020-21 1,730,596 2,202 24 24,887 1.44 3 3,050 0.18 2021-22 1,722,584 2,203 25 15,758 0.91 9 6,072 0.35 2022-23 1,719,867 2,205 31 33,209 1.93 31 33,209 1.93 ___________________________ (1) As of June 30 of each Fiscal Year. Source: Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] Page 684 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-3 Top Taxpayers. Table A-3 below sets forth the top ten property owners in CFD No. 06-I IA A based on the projected Special Tax levy for Fiscal Year 2024-25 . TABLE A-3 CITY OF CHULA VISTA CFD NO. 06-I IA A TOP TAXPAYERS Property Owner Assessor's Parcels Projected Fiscal Year 2024-25 Special Tax Levy* % of Projected Total Fiscal Year 2024-25 Special Tax Levy Assessed Value(1) Lutteroth Family Trust 04-01-09 3 $ 3,563 0.26% $ 4,800,743 Park John & Aesuk 3 3,353 0.25 2,179,590 Baker, Robert & Daniel Revocable 3 3,272 0.24 2,344,601 Villalvazo Sual & Mattei Erika 1 3,072 0.22 3,700,000 Carrillo Frank & Silvia 1 3,070 0.22 4,369,680 Crosthwaite Alejandro & Midred 1 3,063 0.22 3,700,000 Yoon Don 3 2,963 0.22 2,012,110 Limon Elsa 1 2,927 0.21 3,669,690 Canopy LLC 1 2,883 0.21 3,121,200 Gandara Enrique Trust 11-12-15 1 2,615 0.19 2,614,248 Subtotal 18 30,781 2.25 32,511,862 All other individual property owners 2,187 1,334,719 97.75 1,569,197,330 Totals 2,205 $1,365,500 100.00% $1,601,709,192 _______________________ (1) Assessed Value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. Excludes Undeveloped Property. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. [Remainder of Page Intentionally Left Blank] Page 685 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-4 Direct and Overlapping Debt. The property within CFD No. 06-I IA A is subject to taxation by a number of taxing agencies, some of which have issued debt secured by taxes and assessments levied on such property. The table below sets forth the direct and overlapping debt for CFD No. 06-I IA A as of December 1, 2023. As of December 1, 2023, the Prior CFD 06-I IA A Bonds were outstanding in the amount of $13,410,000. The CFD 06-I IA A Bonds will be issued in the amount of $9,885,000*. TABLE A-4 CITY OF CHULA VISTA CFD NO. 06-I IA A DIRECT AND OVERLAPPING DEBT AS OF DECEMBER 1, 2023 I. Assessed Value(1) $1,605,978,767 II. Land Secured Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable Amount CHULA VISTA ELEMENTARY SCHOOL DISTRICT CFD NO. 1 CFD $ 18,382,591 35.092% $ 6,450,780 SWEETWATER UNION HIGH SCHOOL DISTRICT CFD NO. 1 CFD 8,288,523 34.805% 551,321 CITY OF CHULA VISTA CFD NO. 06-I IA A, SERIES 2024c CFD 9,885,000 100.000% 9,885,000* TOTAL LAND SECURED BONDED DEBT 16,887,101* III. General Obligation Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable(2) Amount METROPOLITAN WATER DEBT SERVICE GO $ 19,215,000 1.304% 250,592 SOUTHWESTERN COMMUNITY COLLEGE DISTRICT GO 758,619,345 2.232% 16,929,271 SWEETWATER UNION HIGH SCHOOL DISTRICT GO 596,765,971 2.756% 16,447,646 CHULA VISTA ELEMENTARY SCHOOL DISTRICT GO 220,417,000 3.801% 8,377,211 TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT 42,044,721 TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $58,891,822* IV. Ratios to Assessed Value Outstanding Land Secured Bonded Debt 95.1:1* Total Outstanding Bonded Debt 27.3:1* ___________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023. Includes Undeveloped Property. (2) Calculated by dividing the assessed value by the total assessed value for FY 2023-24. Source: Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] __________________________ * Preliminary, subject to change. Page 686 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-5 Value-To-Lien Ratios. Table A-5 below sets forth the estimated assessed value-to-lien ratio of all the Developed Property in Improvement Area A of CFD No. 06-I within certain ranges based on the Fiscal Year 2023-24 assessed value of the Developed Property, the principal amount of the CFD No. 06-I IA A Bonds and the overlapping debt payable from taxes and assessments on the Developed Property within CFD No. 06-I IA A as of December 1, 2023. TABLE A-5 CFD NO. 06-I IA A ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS INCLUDING DIRECT AND OVERLAPPING DEBT (DEVELOPED PROPERTY) Value-to-Lien Category Number of Parcels/ Units Assessed Value (1)(2) % of Assessed Value Projected Fiscal Year 2024-25 Special Tax Levy % of Projected Fiscal Year 2024-25 Special Tax Levy CFD No. 06-I IA A Proposed 2024 Bonds (3) All Other Overlapping Land-Secured Debt(4) Total Overlapping Land-Secured Debt Aggregate Value-to-Lien Less than 30.00:1 (4) 5 $ 1,322,021 0.1% $ 5,086 0.4% $ 36,819 $ 19,059 $ 55,878 23.7:1 Between 30.00:1 to.60.00:1 129 49,723,353 3.1 67,769 5.0 490,585 415,479 906,064 54.9:1 Between.60.01:1 to 90.00:1 982 587,696,836 36.7 601,781 44.1 4,356,357 3,312,347 7,668,704 76.6:1 Between 90.01:1 to 120.00:1 740 549,878,733 34.3 430,801 31.5 3,118,617 2,262,607 5,381,224 102.2:1 Greater than 120.01:1(5) 349 413,088,249 25.8 260,063 19.1 1,882,621 951,251 2,833,8721 145.8:1 Totals 2,205 $1,601,709,192 100.0% $1,365,500 100.0% $9,885,000* $6,960,742 $16,845,742* 95.1:1* _________________________ (1) Assessed value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. (2) Assessed value does not include 5 Undeveloped Properties that are not anticipated to be levied for Fiscal Year 2024-25, which have a total Assessed Value of $4,269,575. (3) Responsibility of the par amount has been allocated based on the estimated Fiscal Year 2024-25 Special Tax levy, with development status as of December 1, 2023, and preliminary bond sizing as provided by the Municipal Advisor. (4) Excludes $41,359 overlapping land-secured debt allocated to the Undeveloped Property. (5) The minimum value to lien in the “Less than 30.00:1” category is 8.6:1. The maximum value to lien in the “Greater than 120.01:1” category is 359.4:1. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 687 of 882City of Chula Vista - City Council February 20, 2024 Post Agenda A-6 Community Facilities District No. 06-I Improvement Area B Location and Description. Community Facilities District No. 06-I Improvement Area No. B (“CFD No. 06-I IA B”) is generally located north of Olympic Parkway west of SR 125. There is also a small area at the intersection of Otay Lakes Road and SR 125. CFD No. 06-I IA B includes 599 residences, of which 191 are single-family detached residences and 408 are single-family attached residences. The residences range in size from 1,259 square feet to 2,747 square feet. There are 13 acres of commercial uses developed with 149,000 square feet of commercial and office space, including office condominiums. CFD No. 06-I IA B is fully developed. Assigned Special Taxes. Table A-6 below sets forth the Special Taxes that are projected to be levied on taxable property within CFD No. 06-I IA B in Fiscal Year 2024-25, taking into account the reduced debt service on the CFD No. 06-I IA B Bonds as a result of the issuance of the Bonds and the CFD No. 06-I IA B Bonds. The Special Taxes in CFD No. 06-I IA B may not be levied after Fiscal Year 2043-44. The final maturity of the CFD No. 06-I IA B Bonds is September 1, 2033. TABLE A-6 CITY OF CHULA VISTA CFD NO. 06-I IA B ESTIMATED SPECIAL TAX LEVY FOR FISCAL YEAR 2024-25 Development Status No. of Parcels/ Units Fiscal Year 2023-24 Assessed Value (1) Maximum Special Tax(2) Projected Fiscal Year 2024-25 Special Tax Levy(3) % of Fiscal Year 2024-25 Special Tax Levy Developed Commercial 20 $ 40,604,017 $ 71,095 $ 26,563 7.9% Developed Residential - Attached 408(4) 182,536,618 511,179 190,116 56.5 Developed Residential - Detached 191 105,422,194 293,118 119,821 35.6 Total 619 $328,562,829 $875,393 $336,500 100.0% _____________________________________________________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023 lien date. (2) Pursuant to the Rate and Method for CFD No. 06-I IA B, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. (3) Takes into account reduced debt service as a result of the issuance of the Bonds and the CFD No. 06-I IA B Bonds. (4) Represents units, not parcels. Source: County of San Diego Assessor’s Office; Spicer Consulting Group, LLC. The Assigned Special Tax for each Assessor’s Parcel of Developed Property (as those terms are defined in the Rate and Method for CFD No. 06-I IA B) is calculated as follows: (1) for Residential Property, $0.74 per square foot of Residential Floor Area and (2) for Commercial Property, $6,000 per Acre. The terms “Residential Property”, “Residential Floor Area”, “Commercial Property” and “Acre” are defined in the Rate and Method for CFD No. 06-I IA B included in APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. As shown in Table A-6 above, the projected Special Tax levy for Improvement Area B of CFD No. 06-I in Fiscal Year 2024-25 is $336,500, which is approximately 38.4% of the maximum Assigned Special Tax for all Developed Property in Improvement Area B of CFD No. 06-I. For the complete text of the CFD No. 06-I IA B Rate and Method, see APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. Page 688 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-7 Delinquencies. Table A-7 is a summary of Special Tax levies, collections and delinquency rates in CFD No. 06-I IA B for Fiscal Years 2018-19 through 2022-23. TABLE A-7 CITY OF CHULA VISTA CFD NO. 06-I IA B SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES Delinquencies at Fiscal Year End(1) Delinquencies as of June 30, 2023 Fiscal Year Amount Levied Parcels Levied Parcels Delinquent Amount Delinquent Percent Delinquent Parcels Delinquent Amount Delinquent Percent Delinquent 2018-19 $433,088 619 8 $3,414 0.79% 1 $596 0.14% 2019-20 417,797 619 10 4,041 0.97 1 575 0.14 2020-21 418,609 619 5 1,911 0.46 1 577 0.14 2021-22 416,959 619 5 2,326 0.56 1 574 0.14 2022-23 413,300 619 3 791 0.19 3 791 0.19 ___________________________ (1) As of June 30 of each Fiscal Year. Source: Spicer Consulting Group, LLC Top Taxpayers. Table A-8 below sets forth the top ten property owners in CFD No. 06-I IA B based on the projected Special Tax levy for Fiscal Year 2024-25. . TABLE A-8 CITY OF CHULA VISTA CFD NO. 06-I IA B TOP TAXPAYERS Property Owner Assessor's Parcels Projected Fiscal Year 2024-25 Special Tax Levy* % of Projected Total Fiscal Year 2024-25 Special Tax Levy Assessed Value(1) Realty Income Properties 1 LLC 1 $ 10,987 3.27% $ 14,981,462 Otay Lakes Professional Plaza LLC 1 5,159 1.53 7,509,670 Trima LLC 2 1,711 0.51 2,590,800 TBR Propco LLC 2 1,637 0.49 2,215,998 Net Global Invest LLC 2 1,508 0.45 941,655 Abdalas Revocable Living TrustC 3 1,414 0.42 1,039,950 A L U InvestmentsLC 3 1,362 0.40 1,284,078 Otay Lakes Professional Plaza LLC 2 1,190 0.35 2,760,916 Gonza Group Holdings LLC 2 1,042 0.31 1,640,464 Rancho Vista Covenant Church Inc 2 1,042 0.31 1,867,593 Subtotal 20 27,051 8.04 36,832,586 All other individual property owners 599 309,449 91.96 291,730,243 Totals 619 $336,500 100.00% $328,562,829 _______________________ (1) Assessed Value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 689 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-8 Direct and Overlapping Debt. The property within CFD No. 06-I IA B is subject to taxation by a number of taxing agencies, some of which have issued debt secured by taxes and assessments levied on such property. The table below sets forth the direct and overlapping debt for CFD No. 06-I IA B as of December 1, 2023. As of December 1, 2023, the Prior CFD 06-I IA B Bonds were outstanding in the amount of $3,440,000. The CFD 06-I IA B Bonds will be issued in the amount of $2,495,000*. TABLE A-9 CITY OF CHULA VISTA CFD NO. 06-I IA B DIRECT AND OVERLAPPING DEBT AS OF DECEMBER 1, 2023 I. Assessed Value(1) $328,562,829 II. Land Secured Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable Amount CHULA VISTA ELEMENTARY SCHOOL DISTRICT CFD NO. 1 CFD $18,382,591 11.426% $ 2,100,450 SWEETWATER UNION HIGH SCHOOL DISTRICT CFD NO. 1 CFD 8,288,523 11.486% 952,001 CITY OF CHULA VISTA CFD NO. 06-I IA B, SERIES 2024 CFD 2,495,000 100.000% 2,495,000* TOTAL LAND SECURED BONDED DEBT 5,547,451* III. General Obligation Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable(2) Amount METROPOLITAN WATER DEBT SERVICE GO $ 19,215,000 0.267% 51,268 SOUTHWESTERN COMMUNITY COLLEGE DISTRICT GO 758,619,345 0.457% 3,463,514 SWEETWATER UNION HIGH SCHOOL DISTRICT GO 596,765,971 0.564% 3,364,979 CHULA VISTA ELEMENTARY SCHOOL DISTRICT GO 220,417,000 0.778% 1,713,871 TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT 8,593,632 TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $14,141,083* IV. Ratios to Assessed Value Outstanding Land Secured Bonded Debt 59.2:1* Total Outstanding Bonded Debt 23.2:1* ___________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023. (2) Calculated by dividing the assessed value by the total assessed value for FY 2023-24. Source: Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] __________________________ * Preliminary, subject to change. Page 690 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-9 Value-To-Lien Ratios. Table A-10 below sets forth the estimated assessed value-to-lien ratio of all the Developed Property in Improvement Area B of CFD No. 06-I within certain ranges based on the Fiscal Year 2023-24 assessed value of the Developed Property, the principal amount of the CFD No. 06-I IA B Bonds and the overlapping debt payable from taxes and assessments on the Developed Property within Improvement Area B of CFD No. 06-I as of December 1, 2023. TABLE A-10 CFD NO. 06-I IA B ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS INCLUDING DIRECT AND OVERLAPPING DEBT Value-to-Lien Category Number of Parcels/ Units Assessed Value (1) % of Assessed Value Projected Fiscal Year 2024-25 Special Tax Levy % of Projected Fiscal Year 2024-25 Special Tax Levy CFD No. 06-I IA B Proposed 2024 Bonds (2) All Other Overlapping Land-Secured Debt Total Overlapping Land-Secured Debt Aggregate Value-to-Lien Less than 20.00:1 - $ - 0.0% $ - 0.0% $ - $ - $ - N/A Between 20.00:1 to 40.00:1(3) 59 27,615,511 8.4 36,335 10.8 269,407 496,784 766,190 36.0:1 Between 40.01:1 to 60.00:1 245 124,630,307 37.9 147,320 43.8 1,092,314 1,385,674 2,477,988 50.3:1 Between 60.01:1 to 80.00:1 189 96,153,280 29.3 91,943 27.3 681,719 733,475 1,415,194 67.9:1 Greater than 80.01:1(3) 126 80,163,731 24.4 60,902 18.1 451,560 436,519 888,079 90.3:1 Totals 619 $328,562,829 100.0% $336,500 100.0% $2,495,000* $3,052,451 $5,547,451* 59.2:1* _________________________ (1) Assessed value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. (2) Responsibility of the paramount has been allocated based on the estimated Fiscal Year 2024-25 Special Tax levy, with development status as of December 1, 2023, and preliminary bond sizing as provided by the Municipal Advisor. (3) The minimum value to lien in the “Between 20.00:1 and 40.00:1” category is 28.9:1. The maximum value to lien in the “Greater than 80.01:1” category is 305.4:1. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 691 of 882City of Chula Vista - City Council February 20, 2024 Post Agenda A-10 Community Facilities District No. 07-I Location and Description. Community Facilities District No. 07-I (“CFD No. 07-I”) is located south of Olympic Parkway, east of Eastlake Parkway and north and west of Hunte Parkway. CFD No. 07-I includes 1,968 residences, of which 1,351 are single-family detached residences and 617 are single-family attached residences. The residences range in size from 1,279 square feet to 3,817 square feet. There is 9-acre commercial parcel developed with 106,000 square feet of retail uses. CFD No. 07-I is fully developed. Assigned Special Taxes. Table A-11 below sets forth the Special Taxes that are projected to be levied on taxable property within CFD No. 07-I in Fiscal Year 2024-25, taking into account the reduced debt service on the CFD No. 07-I Bonds as a result of the issuance of the Bonds and the CFD No. 07-I Bonds. The Special Taxes in CFD No. 07-I may not be levied after Fiscal Year 2043-44. The final maturity of the CFD No. 07-I Bonds is September 1, 2033. TABLE A-11 CITY OF CHULA VISTA CFD NO. 07-I ESTIMATED SPECIAL TAX LEVY FOR FISCAL YEAR 2024-25 Development Status No. of Parcels/ Units Fiscal Year 2023-24 Assessed Value (1) Maximum Special Tax (2)(3) Projected Fiscal Year 2024-25 Special Tax Levy(3)(4) % of Fiscal Year 2024-25 Special Tax Levy Developed Commercial 1 $ 58,029,297 $ 218,689 $ 37,217 1.8% Developed Residential - Attached 617(5) 285,207,783 1,054,904 521,213 25.5 Developed Residential - Detached 1,351 875,574,482 2,453,737 1,486,780 72.7 Total 1,969 $1,218,811,562 $3,727,329 $2,045,210 100.0% _____________________________________________________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023 lien date. (2) Pursuant to the Rate and Method for CFD No. 07-I, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. (3) Includes amounts levied to pay debt service on, and other costs associated with the CFD No. 07-I 2015 Bonds. The debt service on the CFD No. 07-I Bonds represents approximately 60%]of total debt service. (4) Takes into account reduced debt service as a result of the issuance of the Bonds and the CFD No. 07-I Bonds. (5) Represents units, not parcels. Source: County of San Diego Assessor’s Office; Spicer Consulting Group, LLC. The Assigned Special Tax for each Assessor’s Parcel of Developed Property (as those terms are defined in the Rate and Method for CFD No. 07-I) is calculated as follows: (1) for Residential Property with 8 or less Dwelling Units per Acre, $1,675 per Dwelling Unit, (2) for Residential Property with more than 8 but no more than 20 Dwelling Units per Acre, $1,340 per Dwelling Unit, (3) for Residential Property more than 20 Dwelling Units per Acre, $1,005 per Dwelling Unit and (4) for Non-Residential Property, $6,000 per Acre. The Assigned Special Tax for each Assessor’s Parcel of Mixed Use Property shall equal the total of (i) the Assigned Special Tax that would be applicable to such Assessor’s Parcel if it was classified only as Residential Property and (ii) the Assigned Special Tax that would be applicable to such Assessor’s Parcel if it was classified as Non-Residential Property. Page 692 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-11 As shown in Table A-11 above, the projected Special Tax levy for CFD No. 07-I in Fiscal Year 2024-25 is $2,045,210, which is approximately 54.9% of the maximum Assigned Special Tax for all Developed Property in CFD No. 07-I. Approximately 59.7% and 40.3% of the Special Tax levy each year is expected to be allocated to debt service on the CFD No. 07-I Bonds and the CFD No. 07-I 2015 Bonds, respectively For the complete text of the CFD No. 07-I Rate and Method, see APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. Delinquencies. Table A-12 is a summary of Special Tax levies, collections and delinquency rates in CFD No. 07-I for Fiscal Years 2018-19 through 2022-23. TABLE A-12 CITY OF CHULA VISTA CFD NO. 07-I SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES Delinquencies at Fiscal Year End(1) Delinquencies as of June 30, 2023 Fiscal Year Amount Levied Parcels Levied Parcels Delinquent Amount Delinquent Percent Delinquent Parcels Delinquent Amount Delinquent Percent Delinquent 2018-19 $2,397,759 1,926 12 $412,380 0.52% - $ - 0.00% 2019-20 2,383,788 1,926 19 14,222 0.60% - - 0.00% 2020-21 2,392,430 1,926 14 10,019 0.42% 1 412 0.02% 2021-22 2,396,922 1,926 15 12,238 0.51% 1 825 0.03% 2022-23 2,365,301 1,927 12 10,246 0.43% 12 10,246 0.43% ___________________________ (2) As of June 30 of each Fiscal Year. Source: Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] Page 693 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-12 Top Taxpayers. Table A-13 below sets forth the top ten property owners in CFD No. 07-I based on the projected Special Tax levy for Fiscal Year 2024-25. . TABLE A-13 CITY OF CHULA VISTA CFD NO. 07-I TOP TAXPAYERS Property Owner Assessor's Parcels Projected Fiscal Year 2024-25 Special Tax Levy* % of Projected Total Fiscal Year 2024-25 Special Tax Levy Assessed Value(1) San Diego Retail 1 LLC 1 $ 37,217 1.82% $ 58,029,297 Shea Homes Limited Partnership 10 9,205 0.45 3,555,300 Gramico Inc 4 3,682 0.18 1,481,119 Investments of the Baja Californias 3 2,531 0.12 811,332 Gadallah Luay & Ramy Btissam 2 2,301 0.11 1,179,522 Ruvalcaba Jose 2 2,301 0.11 1,343,001 Eastlake Properties LLC 2 2,071 0.10 769,507 HGM Properties LLC 2 2,071 0.10 1,012,882 Peluso/Aertgeerts Family Trust 3 2,071 0.10 774,182 Luna Felipe & Alejandra 2 1,841 0.09 980,795 Subtotal 31 65,291 3.19 69,936,937 All other individual property owners 1,938 1,979,919 96.81 1,148,874,625 Totals 1,969 $2,045,210 100.00% $1,218,811,562 _______________________ (1) Assessed Value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. [Remainder of Page Intentionally Left Blank] Page 694 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-13 Direct and Overlapping Debt. The property within CFD No. 07-I is subject to taxation by a number of taxing agencies, some of which have issued debt secured by taxes and assessments levied on such property. The table below sets forth the direct and overlapping debt for CFD No. 07-I as of December 1, 2023. In 2015, CFD No. 07-I issued the CFD No. 07-I 2015 Bonds in the principal amount of $11,845,000. The CFD No. 07-I 2015 Bonds are payable from an allocable share of Special Taxes levied within CFD No. 07-I. The CFD No. 07-I 2015 Bonds mature on September 1, 2036. As of December 1, 2023, the Prior CFD No. 07-I Bonds were outstanding in the amount of $12,730,000. The CFD No. 07-I Bonds will be issued in the amount of $9,525,000*. The CFD No. 07-I 2015 Bonds remain outstanding in the amount of $9,550,000. TABLE A-14 CITY OF CHULA VISTA CFD NO. 07-I DIRECT AND OVERLAPPING DEBT AS OF DECEMBER 1, 2023 I. Assessed Value(1) $1,218,811,562 II. Land Secured Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable Amount CHULA VISTA ELEMENTARY SCHOOL DISTRICT CFD NO. 1 CFD $13,470,983 95.680% $12,888,995 SWEETWATER UNION HIGH SCHOOL DISTRICT CFD NO. 1 CFD 2,962,574 95.623% 2,832,914 CITY OF CHULA VISTA CFD NO. 07-I, SERIES 2015 CFD 9,550,000 100.000% 9,550,000 CITY OF CHULA VISTA CFD NO. 07-I, SERIES 2024 CFD 9,525,000 100.000% 9,525,000* TOTAL LAND SECURED BONDED DEBT 34,796.909* III. General Obligation Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable(2) Amount METROPOLITAN WATER DEBT SERVICE GO $ 19,215,000 0.990% 190,180 SOUTHWESTERN COMMUNITY COLLEGE DISTRICT GO 758,619,345 1.694% 12,847,985 SWEETWATER UNION HIGH SCHOOL DISTRICT GO 596,765,971 2.092% 12,482,469 CHULA VISTA ELEMENTARY SCHOOL DISTRICT GO 220,417,000 2.884% 6,357,644 TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT 31,878,279 TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $66,675,188* IV. Ratios to Assessed Value Outstanding Land Secured Bonded Debt 35.0:1* Total Outstanding Bonded Debt 18.3:1* ___________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023. (2) Calculated by dividing the assessed value by the total assessed value for FY 2023-24. Source: Spicer Consulting Group, LLC __________________________ * Preliminary, subject to change. Page 695 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-14 Value-To-Lien Ratios. Table A-15 below sets forth the estimated assessed value-to-lien ratio of all the taxable property in CFD No. 07-I within certain ranges based on the Fiscal Year 2023-24 assessed value, the principal amount of the CFD No. 07-I Bonds and the CFD 07-I 2015 Bonds and the overlapping debt payable from taxes and assessments within CFD No. 07-I as of December 1, 2023. TABLE A-15 CFD NO. 07-I ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS INCLUDING DIRECT AND OVERLAPPING DEBT Value-to-Lien Category Number of Parcels/ Units Assessed Value (1) % of Assessed Value Projected Fiscal Year 2024-25 Special Tax Levy % of Projected Fiscal Year 2024-25 Special Tax Levy CFD No. 07-I Proposed 2024 Bonds (2) CFD No. 07-I 2015 Bonds (3) All Other Overlapping Land-Secured Debt Total Overlapping Land-Secured Debt Aggregate Value-to-Lien Less than 10.00:1 (4) 2 $ 245,237 0.0% $ 2,071 0.1% $ 9,645 $ 9,671 $ 12,481 $ 31,797 18.2:1 Between 10.00:1 to 20.00:1 44 11,822,620 1.0 40,961 2.0 190,763 191,264 267,718 649,745 25.7:1 Between 20.01:1 to 30.00:1 641 291,902,830 23.9 660,203 32.3 3,074,713 3,082,783 5,202,185 11,359,681 34.4:1 Between 30.01:1 to 40.00:1 816 491,845,024 40.4 831,639 40.7 3,873,131 3,883,297 6,551,795 14,308,223 44.3:1 Between 40.01:1 to 50.00:1 433 333,327,459 27.3 441,593 21.6 2,056,596 2,061,994 3,410,886 7,529,476 97.7:1 Greater than 50.01:1(4) 33 89,668,392 7.4 68,743 3.4 320,151 320,991 276,845 917,987 18.2:1 Totals 1,969 $1,218,811,562 100.0% $2,153,960 100.0% $9,525,000* $9,550,000 $15,721,909 $34,796,909* 35.0:1* _________________________ (1) Assessed value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. (2) Responsibility of the par amount has been allocated based on the estimated Fiscal Year 2024-25 Special Tax levy, with development status as of December 1, 2023, and preliminary bond sizing as provided by the Municipal Advisor. (3) Responsibility of the MFA Series 2015 Bonds as of December 1, 2023 has been allocated based on the estimated FY 2024-25 Special Tax levy. (4) The minimum value to lien in the “Less than 10.00:1” category is 5.9:1. The maximum value to lien in the “Greater than 50.01:1” category is 167.2:1. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 696 of 882City of Chula Vista - City Council February 20, 2024 Post Agenda A-15 Community Facilities District No. 08-I Location and Description. Community Facilities District No. 08-I (“CFD No. 08-I”) is generally located in two areas: east of La Media Road, north of Birch Road, and south of Olympic Parkway, west of SR 125. CFD No. 08-I includes 1,537 residences, of which 444 are single-family detached residences and 1,093 are single-family attached residences. The residences range in size from 959 square feet to 3,525 square feet. Of the 1,093 single-family attached residences, 206 units are included on 7.25-acres of two developed residential parcels. CFD No. 08-I is fully developed. Assigned Special Taxes. Table A-11 below sets forth the Special Taxes that are projected to be levied on taxable property within CFD No. 08-I in Fiscal Year 2024-25, taking into account the reduced debt service on the CFD No. 08-I Bonds as a result of the issuance of the Bonds and the CFD 08-I Bonds. The Special Taxes in CFD No. 08-I may not be levied after Fiscal Year 2039-40. The final maturity of the CFD No. 08-I Bonds is September 1, 2032. TABLE A-16 CITY OF CHULA VISTA CFD NO. 08-I ESTIMATED SPECIAL TAX LEVY FOR FISCAL YEAR 2024-25 Development Status No. of Parcels/ Units Fiscal Year 2023-24 Assessed Value (1) Maximum Special Tax(2) Projected Fiscal Year 2024-25 Special Tax Levy(3) % of Fiscal Year 2024-25 Special Tax Levy Developed Residential - Attached 1,093(4) $402,752,470 $1,470,834 $587,401 65.9% Developed Residential - Detached 444 267,250,896 808,064 304,099 34.1 Total 1,537 $670,003,366 $2,278,898 $891,500 100.0% _____________________________________________________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023 lien date. (2) Pursuant to the Rate and Method for CFD No. 08-I, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. (3) Takes into account reduced debt service as a result of the issuance of the Bonds and the CFD No. 08-I Bonds. (4) Represents units, not parcels. Source: County of San Diego Assessor’s Office; Spicer Consulting Group, LLC. The Assigned Special Tax for each Assessor’s Parcel of Developed Property (as those terms are defined in the Rate and Method for CFD No. 08-I) is calculated as follows: (1) for Residential Property, $800 per Dwelling Unit plus $0.35 per square foot of Residential Floor Area, and (2) for Non-Residential Property, $6,000 per Acre. The terms “Residential Property”, “Residential Floor Area”, “Non-Residential Property,” and “Acre” are defined in the Rate and Method for CFD No. 08-I included in APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. As shown in Table A-16 above, the projected Special Tax levy for CFD No. 08-I in Fiscal Year 2024-25 is $891,500, which is approximately 39.1% of the maximum Assigned Special Tax for all Developed Property in CFD No. 08-I. For the complete text of the CFD No. 08-I Rate and Method, see APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. Page 697 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-16 Delinquencies. Table A-17 is a summary of Special Tax levies, collections and delinquency rates in CFD No. 08-I for Fiscal Years 2018-19 through 2022-23. TABLE A-17 CITY OF CHULA VISTA CFD NO. 08-I SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES Delinquencies at Fiscal Year End(1) Delinquencies as of June 30, 2023 Fiscal Year Amount Levied Parcels Levied Parcels Delinquent Amount Delinquent Percent Delinquent Parcels Delinquent Amount Delinquent Percent Delinquent 2018-19 $1,349,067 1,333 9 $6,558 0.49% - $ - 0.00% 2019-20 1,207,963 1,333 17 8,487 0.70% 1 973 0.08% 2020-21 1,201,170 1,333 7 5,072 0.42% 1 968 0.08% 2021-22 1,192,929 1,333 8 4,857 0.41% 3 1,998 0.17% 2022-23 1,203,711 1,333 14 7,927 0.66% 14 7,927 0.66% ___________________________ (1) As of June 30 of each Fiscal Year. Source: Spicer Consulting Group, LLC Top Taxpayers. Table A-18 below sets forth the top ten property owners in CFD No. 08-I based on the projected Special Tax levy for Fiscal Year 2024-25. TABLE A-18 CITY OF CHULA VISTA CFD NO. 08-I TOP TAXPAYERS Property Owner Assessor's Parcels Projected Fiscal Year 2024-25 Special Tax Levy* % of Projected Total Fiscal Year 2024-25 Special Tax Levy Assessed Value(1) Contessa V 6 LLC 1 $ 58,827 6.60% $ 25,676,354 Otay Ranch Fourteen L L C 1 44,762 5.02 30,200,000 M M Manager LLC 13 7,273 0.82 3,792,648 G I S Estate Trust 4 2,113 0.24 1,129,598 Mich DOS LLC 3 1,773 0.20 933,574 Toby Puck LLC 3 1,773 0.20 956,784 Premiere Maroon Properties LLC 3 1,583 0.18 635,688 Barajas Francisco & Karina 2 1,562 0.18 1,541,330 Moreno Christopher & Ramirez K 2 1,381 0.15 826,567 Recasas Jeffrey & Hazelle Rev Trust 2 1,374 0.15 917,438 Subtotal 34 122,420 13.73 66,609,981 All other individual property owners 1,299 769,080 86.27 603,393,385 Totals 1,333 $891,500 100.00% $670,003,366 _______________________ (1) Assessed Value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 698 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-17 Direct and Overlapping Debt. The property within CFD No. 08-I is subject to taxation by a number of taxing agencies, some of which have issued debt secured by taxes and assessments levied on such property. The table below sets forth the direct and overlapping debt for CFD No. 08-I as of December 1, 2023. As of December 1, 2023, the Prior CFD 08-I Bonds were outstanding in the amount of $10,220,000. The CFD 08-I Bonds will be issued in the amount of $6,545,000*. TABLE A-19 CITY OF CHULA VISTA CFD NO. 08-I DIRECT AND OVERLAPPING DEBT AS OF DECEMBER 1, 2023 I. Assessed Value(1) $670,003,366 II. Land Secured Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable Amount CHULA VISTA ELEMENTARY SCHOOL DISTRICT CFD NO. 1 CFD $7,879,469 83.910% $ 6,611,670 SWEETWATER UNION HIGH SCHOOL DISTRICT CFD NO. 1 CFD 1,687,480 83.087% 1,402,085 CITY OF CHULA VISTA CFD NO. 08-I, SERIES 2024 CFD 6,545,000 100.000% 6,545,000* TOTAL LAND SECURED BONDED DEBT 14,558,755* III. General Obligation Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable(2) Amount METROPOLITAN WATER DEBT SERVICE GO $ 19,215,000 0.544% 104,545 SOUTHWESTERN COMMUNITY COLLEGE DISTRICT GO 758,619,345 0.931% 7,062,776 SWEETWATER UNION HIGH SCHOOL DISTRICT GO 596,765,971 1.150% 6,861,845 CHULA VISTA ELEMENTARY SCHOOL DISTRICT GO 220,417,000 1.586% 3,494,915 TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT 17,524,082 TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $32,082,837* IV. Ratios to Assessed Value Outstanding Land Secured Bonded Debt 46.0:1* Total Outstanding Bonded Debt 20.9:1* ___________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023. (2) Calculated by dividing the assessed value by the total assessed value for FY 2023-24. Source: Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] __________________________ * Preliminary, subject to change. Page 699 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-18 Value-To-Lien Ratios. Table A-20 below sets forth the estimated assessed value-to-lien ratio of all the taxable property in CFD No. 08-I within certain ranges based on the Fiscal Year 2023-24 assessed value, the principal amount of the CFD No. 08-I Bonds and the overlapping debt payable from taxes and assessments on the taxable property within CFD No. 08-I as of December 1, 2023. TABLE A-20 CFD NO. 08-I ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS INCLUDING DIRECT AND OVERLAPPING DEBT Value-to-Lien Category Number of Parcels/ Units Assessed Value (1) % of Assessed Value Projected Fiscal Year 2024-25 Special Tax Levy % of Projected Fiscal Year 2024-25 Special Tax Levy CFD No. 08-I Proposed 2024 Bonds (2) All Other Overlapping Land-Secured Debt Total Overlapping Land-Secured Debt Aggregate Value-to-Lien Less than 20.00:1(3) 3 $ 419,118 0.1% $ 1,698 0.2% $ 12,466 $ 15,912 $ 28,379 14.8:1 Between 20.00:1 to 40.00:1 504 173,747,793 25.9 301,987 33.9 2,217,055 3,146,181 5,363,236 32.4:1 Between 40.01:1 to 60.00:1 769 359,753,965 53.7 448,809 50.3 3,294,957 3,938,063 7,233,019 49.7:1 Greater than 60.01:1(3) 261 136,082,490 20.3 139,006 15.6 1,020,522 913,599 1,934,121 70.4:1 Totals 1,537 $670,003,366 100.0% $891,500 100.0% $6,545,000* $8,013,755 $14,558,755* 46.0:1* _________________________ (1) Assessed value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. (2) Responsibility of the par amount has been allocated based on the estimated Fiscal Year 2024-25 Special Tax levy, with development status as of December 1, 2023, and preliminary bond sizing as provided by the Municipal Advisor. (3) The minimum value to lien in the “Less than 20.00:1” category 7.1:1. The maximum value to lien in the “Greater than 60.01:1” category is 91.9:1. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 700 of 882City of Chula Vista - City Council February 20, 2024 Post Agenda A-19 Community Facilities District No. 2001-2 Location and Description. Community Facilities District No. 2001-2 (“CFD No. 2001-2”) is generally located south of Olympic Parkway and north of Birch Road, between SR 125 to the east and La Media Road to the west. Its boundaries wrap around CFD No. 08-I. CFD No. 2001-2 includes 694 residences, of which 481 are single-family detached residences and 213 are single-family attached residences. The residences range in size from 1,245 square feet to 3,864 square feet. CFD No. 2001-2 is fully developed. Assigned Special Taxes. Table A-21 below sets forth the Special Taxes that are projected to be levied on taxable property within CFD No. 2001-2 in Fiscal Year 2024-25, taking into account the reduced debt service on the CFD No. 2001-2 Bonds as a result of the issuance of the Bonds and the CFD 2001-2 Bonds. The Special Taxes in CFD No. 2001-2 may not be levied after Fiscal Year 2037-38. The final maturity of the CFD No. 2001-2 Bonds is September 1, 2032. TABLE A-21 CITY OF CHULA VISTA CFD NO. 2001-2 ESTIMATED SPECIAL TAX LEVY FOR FISCAL YEAR 2024-25 Development Status No. of Parcels/ Units Fiscal Year 2023-24 Assessed Value (1) Maximum Special Tax(2) Projected Fiscal Year 2024-25 Special Tax Levy(3) % of Fiscal Year 2024-25 Special Tax Levy Developed Residential - Attached 213(4) $ 90,931,981 $ 205,075 $111,243 23.0% Developed Residential - Detached 481 351,424,577 828,780 373,257 77.0 694 $442,356,558 $1,033,855 $484,500 100.0% _____________________________________________________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023 lien date. (2) Pursuant to the Rate and Method for CFD No. 2001-2, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. (3) Takes into account reduced debt service as a result of the issuance of the Bonds and the CFD No. 2001-2 Bonds.. (4) Represents units, not parcels. Source: County of San Diego Assessor’s Office; Spicer Consulting Group, LLC. The Assigned Special Tax for each Assessor’s Parcel of Developed Property (as those terms are defined in the Rate and Method for CFD No. 2001-2) is calculated as follows: (1) for Residential Property, $440 per Dwelling Unit plus $0.34 per square foot of Residential Floor Area, and (2) for Non-Residential Property, $11,365 per Acre. The terms “Residential Property”, “Residential Floor Area”, “Non-Residential Property,” and “Acre” are defined in the Rate and Method for CFD No. 2001-2 included in APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. As shown in Table A-21 above, the projected Special Tax levy for CFD No. 2001-2 in Fiscal Year 2024-25 is $484,500, which is approximately 46.9% of the maximum Assigned Special Tax for all Developed Property in CFD No. 2001-2. For the complete text of the CFD No. 2001-2 Rate and Method, see APPENDIX D - RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS. Page 701 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-20 Delinquencies. Table A-22 is a summary of Special Tax levies, collections and delinquency rates in CFD No. 2001-2 for Fiscal Years 2018-19 through 2022-23. TABLE A-22 CITY OF CHULA VISTA CFD NO. 2001-2 SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES Delinquencies at Fiscal Year End(1) Delinquencies as of June 30, 2023 Fiscal Year Amount Levied Parcels Levied Parcels Delinquent Amount Delinquent Percent Delinquent Parcels Delinquent Amount Delinquent Percent Delinquent 2018-19 $615,062 694 3 $2,162 0.35% - $ - 0.00% 2019-20 606,449 694 4 3,123 0.51% - - 0.00% 2020-21 604,781 694 1 553 0.09% - - 0.00% 2021-22 606,726 694 4 2,454 0.40% 2 774 0.13% 2022-23 599,299 694 6 3,499 0.58% 6 3,499 0.58% ___________________________ (1) As of June 30 of each Fiscal Year. Source: Spicer Consulting Group, LLC Top Taxpayers. Table A-23 below sets forth the top ten property owners in CFD No. 2001-2 based on the projected Special Tax levy for Fiscal Year 2024-25. . TABLE A-23 CITY OF CHULA VISTA CFD NO. 2001-2 TOP TAXPAYERS Property Owner Assessor's Parcels Projected Fiscal Year 2024-25 Special Tax Levy* % of Projected Total Fiscal Year 2024-25 Special Tax Levy Assessed Value(1) Immobu LLC 2 $ 1,796 0.37% $ 2,354,160 Salfel Family Trust 2 1,714 0.35 1,364,882 Aymerich Fidel 2 1,691 0.35 1,651,400 Radoc Manuel & Janet 2 1,623 0.33 1,581,259 Moschese Massimo 2 1,500 0.31 902,611 TJH Properties LLC 2 1,352 0.28 1,132,050 Eastlake Properties LLC 2 1,352 0.28 796,710 Perez Rodolfo 1 951 0.20 626,534 Balaguer Lucia 2005 Revocable Trust 1 951 0.20 918,875 Alonso Gustavo &Vanessa K 1 951 0.20 574,040 Subtotal 17 13,882 2.87% 11,902,521 All other individiual property owners 677 470,618 97.13% 430,454,037 Totals 694 $484,500 100.00% $442,356,558 _______________________ (1) Assessed Value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 702 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-21 Direct and Overlapping Debt. The property within CFD No. 2001-2 is subject to taxation by a number of taxing agencies, some of which have issued debt secured by taxes and assessments levied on such property. The table below sets forth the direct and overlapping debt for CFD No. 2001-2 as of December 1, 2023. As of December 1, 2023, the Prior CFD 2001-2 Bonds were outstanding in the amount of $4,625,000. The CFD 2001-2 Bonds will be issued in the amount of $3,395,000*. TABLE A-24 CITY OF CHULA VISTA CFD NO. 2001-2 DIRECT AND OVERLAPPING DEBT AS OF DECEMBER 1, 2023 I. Assessed Value(1) $442,356,558 II. Land Secured Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable Amount CHULA VISTA ELEMENTARY SCHOOL DISTRICT CFD NO. 1 CFD $16,994,461 29.167% $ 4,965,851 SWEETWATER UNION HIGH SCHOOL DISTRICT CFD NO. 1 CFD 2,712,605 40.441% 1,097,013 CITY OF CHULA VISTA CFD NO. 2001-2, SERIES 2024 CFD 3,395,000 100.000% 3,395,000* TOTAL LAND SECURED BONDED DEBT 9,448,864* III. General Obligation Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Outstanding % Applicable(2) Amount METROPOLITAN WATER DEBT SERVICE GO 19,215,000 0.359% 69,024 SOUTHWESTERN COMMUNITY COLLEGE DISTRICT GO 758,619,345 0.615% 4,663,059 SWEETWATER UNION HIGH SCHOOL DISTRICT GO 596,765,971 0.759% 4,530,399 CHULA VISTA ELEMENTARY SCHOOL DISTRICT GO 220,417,000 1.047% 2,307,449 TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT 11,569,931 TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $21,018,795* IV. Ratios to Assessed Value Outstanding Land Secured Bonded Debt 46.8:1* Total Outstanding Bonded Debt 21.1:1* ___________________________ (1) Total Assessed Value per County of San Diego as of January 1, 2023. (2) Calculated by dividing the assessed value by the total assessed value for FY 2023-24. Source: Spicer Consulting Group, LLC [Remainder of Page Intentionally Left Blank] __________________________ * Preliminary, subject to change. Page 703 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-22 Value-To-Lien Ratios. Table A-25 below sets forth the estimated assessed value-to-lien ratio of all the taxable property in CFD No. 2001-2 within certain ranges based on the Fiscal Year 2023-24 assessed value, the principal amount of the CFD No. 2001-2 Bonds and the overlapping debt payable from taxes and assessments on the taxable property within CFD No. 2001-2 as of December 1, 2023. TABLE A-25 CFD NO. 2001-2 ESTIMATED ASSESSED VALUE-TO-LIEN RATIOS INCLUDING DIRECT AND OVERLAPPING DEBT Value-to-Lien Category Number of Parcels/ Units Assessed Value (1) % of Assessed Value Projected Fiscal Year 2024-25 Special Tax Levy % of Projected Fiscal Year 2024-25 Special Tax Levy CFD No. 2001-2 Proposed 2024 Bonds (2) All Other Overlapping Land-Secured Debt Total Overlapping Land-Secured Debt Aggregate Value-to-Lien Less than 10.00:1(3) 1 135,595 0.0% $ 740 0.2% $ 5,185 $ 9,794 $ 14,978 9.1:1 Between 10.00:1 to 20.00:1 1 204,596 0.0 558 0.1 3,909 6,364 10,273 19.9:1 Between 20.01:1 to 30.00:1 36 13,911,391 3.1 24,989 5.2 175,105 317,098 492,203 28.3:1 Between 30.01:1 to 40.00:1 195 94,932,526 21.5 138,754 28.6 972,277 1,780,103 2,752,381 34.5:1 Between 40.01:1 to 50.00:1 194 121,006,014 27.4 136,388 28.2 955,700 1,706,822 2,662,522 45.4:1 Between 50.01:1 to 60.00:1 131 96,951,364 21.9 91,741 18.9 642,848 1,138,153 1,781,001 54.4:1 Greater than 60.01:1(3) 136 115,215,072 26.0 91,331 18.9 639,976 1,095,530 1,735,505 66.4:1 Totals 694 $442,356,558 100.0% $484,500 100.0% $3,395,000* $6,053,864 $9,448,864* 46.8:1* _________________________ (1) Assessed value is based on the information provided from the San Diego County Assessor's Equalized Roll as of January 1, 2023 and may not accurately reflect true market value. (2) Responsibility of the par amount has been allocated based on the estimated Fiscal Year 2024-25 Special Tax levy, with development status as of December 1, 2023, and preliminary bond sizing as provided by the Municipal Advisor. (3) The minimum value to lien in the “Less than 10.00:1” category 9.1:1. The maximum value to lien in the “Greater than 60.01:1” category is 78.6:1. Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC. __________________________ * Preliminary, subject to change. Page 704 of 882City of Chula Vista - City Council February 20, 2024 Post Agenda B-1 APPENDIX B SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Page 705 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-1 APPENDIX C DEMOGRAPHIC INFORMATION REGARDING THE COUNTY OF SAN DIEGO AND THE CITY OF CHULA VISTA The Bonds are not obligations of the City of Chula Vista (the “City”) or the County of San Diego (the “County”) and do not represent a lien or charge against any funds or property of the City or the County. The following information is provided only to give prospective investors an overview of the general economic condition of the City, the County and the State of California (the “State”). General Chula Vista is located on San Diego Bay in Southern California, 8 miles south of the City of San Diego and 7 miles north of the Mexico border, in an area generally known as “South Bay.” Chula Vista’s city limits cover approximately 50 square miles. Neighboring communities include the City of San Diego and National City to the north and the City of Imperial Beach and the communities of San Ysidro and Otay Mesa to the south. With a January 2023 estimated population of nearly 275,000, Chula Vista is the second largest city in the County. Population The following table offers population figures as of each January 1 for the City, the County and the State for 2019 through 2023. Area 2019 2020 2021 2022 2023 City of Chula Vista 271,362 273,384 274,540 274,077 274,784 County of San Diego 3,333,319 3,331,279 3,283,113 3,275,435 3,269,755 State of California 39,605,361 39,648,938 39,286,510 39,078,674 38,940,231 Source: California State Department of Finance, Demographic Research Unit. Building Activity The following tables provide summaries of the building permit valuations and the number of new dwelling units authorized in the City and County from 2019 through 2023. BUILDING PERMIT VALUATIONS City of Chula Vista 2019-2023 (Dollars in Thousands) 2019 2020 2021 2022 2023 Residential Non-residential Total* Total Permits ___________________________ Source: Construction Industry Research Board. Page 706 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-2 Employment The following tables show the largest employers located in the City and County as of June 30, 2023. LARGEST EMPLOYERS City of Chula Vista (as of June 30, 2023) Name of Business Employees Type of Business Sweetwater Union High School District 3,993 Education Chula Vista Elementary School District 3,776 Education Sharp Chula Vista Medical Center 2,823 Healthcare Southwestern Community College 1,792 Higher Education Wal-Mar t 1,413 Retail- General Merchandise City of Chula Vista 1,398 Municipal Government Rohr Inc./Goodrich Aerospace 1,307 Aerospace/Manufacturing Scripps Mercy Hospital Chula Vista 1,073 Healthcare Costco Wholesale 707 Retail- General Merchandise Transdev Services 602 Transportation __________________________ Source: City of Chula Vista Annual Comprehensive Financial Report for the year ending June 30, 2023. County of San Diego (as of June 30, 2023) Name of Business Employees Type of Business U.C. San Diego 35,802 Higher Education Sharp Healthcare 19,468 Healthcare County of San Diego 17,954 Municipal Government City of San Diego 11,820 Municipal Government General Atomics and affiliates 6,745 Technology San Diego State University 6,454 Higher Education Rady Children’s Hospital – San Diego 5,711 Healthcare San Diego Community College District 5,400 Higher Education Sempra Energy 5,063 Energy YMCA of San Diego County 5,057 Non-profit Organization _________________________ Source: County of San Diego Comprehensive Annual Financial Report for the year ending June 30, 2023. [Remainder of Page Intentionally Left Blank] Page 707 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-3 Employment and Industry Employment data by industry is not separately reported on an annual basis for the City but is compiled for the San Diego-Carlsbad Metropolitan Statistical Area (the “MSA). The following table represents the Annual Average Labor Force and Industry Employment for the San Diego-Carlsbad MSA for the period from 2018 through 2022. SAN DIEGO-CARLSBAD MSA INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE Industry 2018 2019 2020 2021 2022 Government 248,100 248,600 237,100 237,900 246,800 Other Services 55,500 56,400 44,800 47,500 54,500 Leisure and Hospitality 199,600 201,700 144,800 161,600 193,400 Educational and Health Services 208,900 216,600 210,900 216,700 227,600 Professional and Business Services 249,000 255,800 248,300 265,300 285,200 Financial Activities 76,000 76,500 74,800 76,200 77,000 Information 23,600 23,500 22,100 21,500 22,000 Transportation, Warehousing and Utilities 33,300 34,300 33,300 37,100 40,200 Service Producing Retail Trade 147,900 145,600 133,200 137,600 138,300 Wholesale Trade 43,800 44,000 41,300 42,100 43,800 Manufacturing Nondurable Goods 28,600 29,400 28,400 30,500 32,500 Durable Goods 83,700 86,300 85,400 83,900 84,900 Mining, Logging and Construction 84,000 84,300 81,600 84,100 87,800 Total Nonfarm 1,482,000 1,503,000 1,386,000 1,442,000 1,534,000 Farm 9,300 9,700 9,200 9,000 9,500 Total (all industries) 1,491,300 1,512,700 1,395,200 1,451,000 1,543,500 __________________________________________ Source: State of California Employment Development Department, Labor Market Information Division, “Industry Employment & Labor Force.” [Remainder of Page Intentionally Left Blank] Page 708 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-4 The following table summarizes the labor force, employment and unemployment figures for the period from 2018 through 2022 for the City, the County, the State and the nation as a whole. CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AND UNITED STATES Average Annual Civilian Labor Force, Employment and Unemployment Civilian Unemployment Year and Area Labor Force Employment Unemployment Rate 2018 Chula Vista 122,800 118,300 4,500 3.6% San Diego County 1,579,800 1,526,600 53,200 3.4 California 19,263,900 18,442,400 821,500 4.3 United States 162,075,000 155,761,000 6,314,000 3.9 2019 Chula Vista 124,500 120,100 4,400 3.5% San Diego County 1,583,600 1,532,200 51,400 3.2 California 19,353,700 18,550,500 803,200 4.2 United States 163,539,000 157,538,000 6,001,000 3.7 2020 Chula Vista 122,500 109,500 13,000 10.6% San Diego County 1,547,300 1,401,900 145,400 9.4 California 18,821,200 16,913,100 1,908,100 10.1 United States 160,742,000 147,795,000 12,947,000 8.1 2021 Chula Vista 122,300 113,100 9,200 7.5% San Diego County 1,547,800 1,447,500 100,300 6.5 California 18,973,400 17,86,300 1,387,100 7.3 United States 161,204,000 152,581,000 8,623,000 5.3 2022 Chula Vista 124,800 119,900 4,900 3.9% San Diego County 1,589,600 1,534,800 54,700 3.4 California 19,252,000 18,440,900 811,100 4.2 United States 164,287,000 158,291,000 5,996,000 3.6 __________________________________ Note: The unemployment rate is calculated using unrounded data. Data may not add due to rounding. Source: California State Employment Development Department and United States Bureau of Labor Statistics. Page 709 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-5 Per Capita Personal Income Per capita personal income information for the City, the County, the State of California and the United States are summarized in the following table. PER CAPITA PERSONAL INCOME CITY OF CHULA VISTA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND UNITED STATES 2018 – 2022 Year City of Chula Vista(1) County of San Diego(2) State of California(3) United States(3) 2018 $51,508 53,318 $63,759 $54,581 2019 53,825 57,151 66,745 56,474 2020 57,057 51,828 71,480 59,729 2021 60,482 49,703 76,614 64,143 2022 Not available 51,045 77,339 65,423 ____________________________________ Source: (1) City of Chula Vista Annual Comprehensive Financial Report for the year ending June 30, 2023. (2) County of San Diego Comprehensive Annual Financial Report for the year ending June 30, 2023. (3) Department of Commerce, Bureau of Economic Analysis. Taxable Sales Taxable transactions by type of business for the City are summarized below for calendar years 2018 through 2022. CITY OF CHULA VISTA TAXABLE TRANSACTIONS BY TYPE OF BUSINESS (in thousands) 2018 – 2022 2018 2019 2020 2021 2022 Retail and Food Services Motor Vehicle and Parts Dealers $ 266,277 $ 268,853 $ 248,946 $ 336,006 $ 392,158 Home Furnishings and Appliance Stores 189,346 177,838 152,753 192,293 177,282 Building Material, Garden Supplies 137,896 137,842 176,994 187,030 193,023 Food and Beverage Stores 149,341 156,487 178,700 180,726 189,597 Gasoline Stations 333,338 322,283 218,730 319,825 378,776 Clothing and Accessories Stores 188,824 205,650 135,662 198,309 224,553 General Merchandise 705,117 747,405 657,855 778,798 887,687 Food Services and Drinking Places 443,169 467,724 397,256 519,762 585,523 Other Retail Group 221,775 212,490 199,236 245,247 278,290 Total Retail and Food Services 2,635,083 2,696,571 2,366,132 2,957,997 3,306,890 All Other Outlets 344,528 342,578 280,148 343,915 425,226 Total All Outlets $2,979,611 $3,039,149 $2,646,280 $3,301,912 $3,732,116 __________________________________________ Note: Detail may not compute to total due to rounding. Source: California Department of Tax and Fee Administration, “Taxable Sales - Cities by Type of Business.” Page 710 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-6 COUNTY OF SAN DIEGO TAXABLE TRANSACTIONS (in thousands) 2018-2022 Year Permits Taxable Transactions 2018 100,674 $59,041,042 2019 101,901 61,365,277 2020 109,428 58,814,528 2021 98,392 71,714,655 2022 101,259 80,699,961 Source: Taxable Sales in California, California Department of Tax and Fee Administration. [Remainder of Page Intentionally Left Blank] . Page 711 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-1 APPENDIX D RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS RATE AND METHOD OF APPORTIONMENT FOR CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I IMPROVEMENT AREA A (Eastlake – Woods, Vistas and Land Swap) Property within the City of Chula Vista Community Facilities District No. 06-I, Improvement Area A (“Improvement Area A”) and collected each Fiscal Year commencing in Fiscal Year 2003-2004 in an amount determined by the City Council through the application of the appropriate Special Tax for “Developed Property,” and “Undeveloped Property” as described below. All of the Taxable Property in Improvement Area A, unless exempted by law or by the provisions hereof, A Special Tax as hereinafter defined shall be levied on each Assessor’s Parcel of Taxable shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meaning: “Acre or Acreage” means the 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 Subdivision Map, parcel map, condominium plan, record of survey, or other recorded document creating or describing the land area. If the preceding maps for a land area are not available, the Acreage of such land area shall be determined by the City Engineer. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Expenses” means the actual or reasonably estimated costs directly related to the administration of Improvement Area A including, but not limited to, the following: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City, or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD- 06-I, or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD- 06-I, or any designee thereof of providing continuing disclosure; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD-06-I, or any designee thereof related to any appeal of the levy or application of the Special Tax; and the costs associated with the release of funds from an escrow account, if any. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD-06-I, for any other administrative purposes of Improvement Area A, including, but not limited to attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. “Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. Page 712 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-2 “Assessor’s Parcel Map” means an official map of the County Assessor of the County designating parcels by Assessor’s Parcel number. “Assigned Special Tax” means the Special Tax for each Land Use Category of Developed Property as determined in accordance with Section C.1.a. “Available Funds” means the balance in the reserve fund established pursuant to the terms of the Indenture in excess of the reserve requirement as defined in such Indenture, delinquent Special Tax payments not required to fund the Special Tax Requirement for any preceding Fiscal Year, and Special Tax prepayments collected to pay interest on Bonds, and other sources of funds available as a credit to the Special Tax Requirement as specified in such Indenture. “Backup Special Tax” means the Special Tax amount set forth in Section C.1.b. “Bonds” means any bonds or other debt (as defined in the Act), whether in one or more series, issued or incurred by CFD-06-I for Improvement Area A under the Act. “Bond Year” means a one-year period beginning on September 2nd in each year and ending on September 1st in the following year, unless defined otherwise in the applicable Indenture. “CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD-06-I” means City of Chula Vista Community Facilities District No. 06-I. “City” means the City of Chula Vista. “Commercial Property” means all Assessors’ Parcels of Developed Property, for which a building permit(s) was issued for a non-residential use, excluding Community Purpose Facility Property and Hotel Property. “Community Purpose Facility Property” means all Assessors’ Parcels which are classified as community purpose facilities and meet the requirements of City of Chula Vista Ordinance No. 2452. “Council” means the City Council of the City, acting as the legislative body of CFD-06-I. “County” means the County of San Diego. “Developed Property” means, for each Fiscal Year, all Taxable Property for which a building permit for new construction was issued prior to March 1 of the prior Fiscal Year. “Exempt Property” means property not subject to the Special Assigned Tax due to its classification as either Public Property, Property Owner Association Property, Community Purpose Facility Property, public or utility easements. “Final Subdivision Map” means a subdivision of property, created by recordation of a Final Subdivision Map, parcel map or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 1352, that creates individual lots for which residential building permits may be issued without further subdivision of such property. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “Hotel Property” means any Assessor’s Parcel(s) of Commercial Property within the boundaries Page 713 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-3 of CFD 06-I entitled or otherwise designated by the City to be used as a Hotel site. “Hotel” means a building or group of buildings comprising six or more individual sleeping or living units without kitchens, except as otherwise provided herein, for the accommodation of transient guests. “Improvement Area A” means Improvement Area A of CFD No. 06-I known as the Woods, Vistas and Land Swap. “Indenture” means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Land Use Class” means any of the classes listed in Tables 1 and 2 of Section C. “Lot” means an individual legal lot created by a Final Subdivision Map for which a building permit for residential construction has been or could be issued. “Master Developer” means the owner of the predominant amount of Undeveloped Property in Improvement Area A. “Maximum Annual Special Tax” means the maximum annual Special Tax, determined in accordance with the provisions of Section C, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Outstanding Bonds” means all Bonds, which remain outstanding as defined in the Indenture. “Property Owner Association Property” means any property within the boundaries of Improvement Area A owned by or dedicated to a property owner association, including any master or sub- association. “Proportionately” means for Developed Property that the ratio of the actual Special Tax levy to the Assigned Annual Special Tax or the Backup Special Tax is equal for all Assessors’ Parcels of Developed Property within Improvement Area A. For Undeveloped Property “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Annual Special Tax per Acre is equal for all Assessor’s Parcels of Undeveloped Property within Improvement Area A. “Public Property” means any property within the boundaries of Improvement Area A that is owned by or dedicated to the federal government, the State of California, the County, the City or any other public agency. “Residential Property” means all Assessors’ Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units. “Residential Floor Area” means all of the square footage of living area within the perimeter of a residential structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be made by the CFD Administrator by reference to appropriate records kept by the City’s Building Department. Residential Floor Area for a residential structure will be based on the building permit(s) issued for such structure. “Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement. Page 714 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-4 “Special Tax Requirement” means that amount of Special Tax revenue required in any Fiscal Year for Improvement Area A to: (i) pay annual debt service on all Outstanding Bonds (as defined in Section A) due in the Bond Year beginning in such Fiscal Year; (ii) pay other periodic costs on Outstanding Bonds, including but not limited to, credit enhancement and rebate payments on Outstanding Bonds; (iii) pay Administrative Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds in accordance with the Indenture; and (v) pay directly for acquisition and/or construction of public improvements which are authorized to be financed by CFD-06-I provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on the Undeveloped Property and for Improvement Area A ; less (vi) a credit for Available Funds. “State” means the State of California. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of Improvement Area A that are not exempt from the Special Tax pursuant to law or Section E below. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. “Undeveloped Property” means, for each Fiscal year, all Taxable Property not classified as Developed Property. “Zone 1” means a specific geographic location known as the Vistas development area as depicted in Exhibit A attached herein. “Zone 2” means a specific geographic location known as the Woods development area as depicted in Exhibit A attached herein. B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Assessors’ Parcels of Taxable Property within Improvement Area A shall be classified as Developed Property or Undeveloped Property and shall be subject to the levy of annual Special Taxes determined pursuant to Sections C and D below. Developed Property shall be assigned to Zone 1 or Zone 2 and shall be further classified as Residential Property, Commercial Property or Hotel Property. C. MAXIMUM ANNUAL SPECIAL TAX RATE 1. Developed Property The Maximum Annual Special Tax for each Assessor’s Parcel of Residential Property, Commercial Property or Hotel Property shall be the greater of (1) the Assigned Special Tax described in Tables 1 and 2 below or (2) the Backup Special Tax computed pursuant to b. below. a. Assigned Special Tax The Assigned Special Tax for each Assessor’s Parcel of Developed Property is shown in Tables 1 and 2. [Remainder of Page Intentionally Left Blank] Page 715 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-5 Table 1 Zone 1 (Vistas) Assigned Annual Special Tax for Developed Property Land Use Class Description Assigned Annual Special Tax 1 Residential Property $0.58 per square foot of Residential Floor Area 2 Commercial Property $6,000 per Acre 3 Hotel Property $6,000 per Acre Table 2 Zone 2 (Woods) Assigned Annual Special Tax for Developed Property Land Use Class Description Assigned Annual Special Tax 1 Residential Property $0.67 per square foot of Residential Floor Area 2 Commercial Property $6,000 per Acre b. Backup Special Tax When a Final Subdivision Map is recorded within Zone 1 and 2 of Improvement Area A the Backup Special Tax for Assessor’s Parcels of classified as Residential Property, Commercial Property or Hotel Property shall be determined as follows: For each Assessor’s Parcel of Residential Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Residential Property upon its development within the Final Subdivision Map area, the Backup Special Tax shall be the rate per Lot calculated according to the following formula: Zone 1 (Vistas) $11,037 x A B = L Zone 2 (Woods) $8,332 x A B = ------------- - L The terms above have the following meanings: B = Backup Special Tax per Lot in each Fiscal Year. A = Acreage classified or to be classified as Residential Property in such Final Subdivision Map. L = Lots in the Final Subdivision Map which are classified or to be classified as Page 716 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-6 Residential Property For each Assessor’s Parcel of Commercial Property or Hotel Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Commercial Property or Hotel Property within the Final Subdivision Map area, the Backup Special Tax shall be determined by multiplying $11,037 for Zone 1 and $8,332 for Zone 2 by the total Acreage of each Assessor’s parcels of the Commercial or Hotel Property and Undeveloped Property to be classified as Commercial Property or Hotel Property within the Final Subdivision Map area. Notwithstanding the foregoing, if Assessor’s Parcels of Residential Property, Commercial Property, Hotel Property or Undeveloped Property for which the Backup Special Tax has been determined are subsequently changed or modified by recordation of a new or amended Final Subdivision Map, then the Backup Special Tax applicable to such Assessor’s Parcels shall be recalculated to equal the amount of Backup Special Tax that would have been generated if such change did not take place. 2. Undeveloped Property The Maximum Annual Special Tax for each Assessor’s Parcel classified as Undeveloped Property shall be $11,037 per acre for Zone 1 and $8,332 per acre for Zone 2. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2003-04 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement and shall levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows: First: The Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property within Zones 1 or 2 at a rate up to 100% of the applicable Assigned Special Tax to satisfy the Special Tax Requirement. Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property, excluding any Assessor’s Parcels classified as Undeveloped Property pursuant to Section E, at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Third: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax to be levied on each Assessor’s Parcel of Developed Property whose Maximum Annual Special Tax is derived by the application of the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to the Maximum Annual Special Tax for each such Assessor’s Parcel. Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel classified as Undeveloped Property pursuant to Section E at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. Page 717 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-7 E. EXEMPTIONS 1. The CFD Administrator shall classify the following Assessor Parcel(s) as Exempt Property: (i) Public Property, (ii) Property Owner Association Property, (iii) Community Purpose Facility Property, and (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided, however, that no such classification shall reduce the sum of all Taxable Property within Zone 1 (Vistas) to less than 180.03 Acres and within Zone 2 (Woods) to less than 166.23 acres. Assessor’s Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than for Zone 1 (Vistas) 180.03 acres and Zone 2 (Woods) 166.23 acres will be classified as Undeveloped Property and shall be taxed as such. Tax exempt status for purposes of this paragraph will be assigned by the CFD Administrator in the chronological order in which property becomes Exempt Property. 2. The Maximum Annual Special Tax obligation for any property which would be classified as Public Property upon its transfer or dedication to a public agency but which cannot be classified as Exempt Property as described in paragraph 1 of Section E shall be prepaid in full by the seller pursuant to Section H.1, prior to the transfer/dedication of such property to such public agency. Until the Maximum Annual Tax obligation for any such Public Property is prepaid, the property shall continue to be subject to the levy of the Special Tax as Undeveloped Property. F. REVIEW/APPEAL COMMITTEE Any landowner or resident who feels that the amount of the Special Tax levied on their Assessor’s Parcel is in error shall first consult with the CFD Administrator regarding such error. If following such consultation, the CFD Administrator determines that an error has occurred; the CFD Administrator may amend the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action (if any by the CFD Administrator), the landowner or resident believes such error still exists, such person may file a written notice with the City Clerk of the City appealing the amount of the Special Tax levied on such Assessor’s Parcel. Upon the receipt of any such notice, the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of CFD-06-I a special three-member Review/Appeal Committee. The Review/Appeal Committee may establish such procedures, as it deems necessary to undertake the review of any such appeal. The Review/Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any landowner or resident appeals, as herein specified. The decision of the Review/Appeal Committee shall be final and binding as to all persons. G. MANNER OF COLLECTION The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD-06-I, may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor’s Parcels of Taxable Property that are delinquent in the payment of Special Taxes. Tenders of Bonds may be accepted for payment of Special Taxes upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. H. PREPAYMENT OF SPECIAL TAX The following definition applies to this Section H: Page 718 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-8 “CFD Public Facilities” means either $34.5 million in 2002 dollars, which shall increase by the Construction Inflation Index on July 1, 2003, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide the public facilities under the authorized bonding program for CFD No. 06-I Improvement Area A, or (ii) shall be determined by the Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Taxes levied under this Rate and Method of Apportionment as described in Section D. “Construction Fund” means an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct public facilities eligible under the Act. “Construction Inflation Index” means the annual percentage change in the Engineering News- Record Building Cost Index for the City of Los Angeles, measured as of the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Engineering News-Record Building Cost Index for the City of Los Angeles. “Future Facilities Costs” means the CFD Public Facilities minus public facility costs available to be funded through existing construction fund, or funded by the Outstanding Bonds as defined below, minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment, and minus public facilities costs paid directly with Special Taxes. “Outstanding Bonds” means all previously issued Bonds which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Annual Special Taxes. 1. Prepayment in Full The Maximum Annual Special Tax obligation may only be prepaid and permanently satisfied for an Assessor’s Parcel of Developed Property, Undeveloped Property for which a building permit has been issued, or Public Property. The Maximum Annual Special Tax obligation applicable to such Assessor’s Parcel may be fully prepaid and the obligation of the Assessor’s Parcel to pay the Special Tax permanently satisfied as described herein; provided, however that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of Prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Annual Special Tax obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the Prepayment amount of such Assessor’s Parcel. The CFD Administrator may charge a reasonable fee for providing this figure. The Prepayment Amount shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Future Facilities Amount plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Page 719 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-9 Step No.: 1. For Assessor’s Parcels of Developed Property, compute the Maximum Annual Special Tax for the Assessor’s Parcel to be prepaid. For Assessor’s Parcels of Undeveloped Property for which a building permit has been issued to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit, issued for that Assessor’s Parcel. For Assessor’s Parcels of Public Property to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel using the Maximum Annual Special Tax for Undeveloped Property. 2. Divide the Maximum Annual Special Tax computed pursuant to paragraph 1 by the sum of the total expected Maximum Annual Special Tax revenues which may be levied within Improvement Area A excluding any Assessors Parcels for which the Maximum Annual Special Tax obligation has been previously prepaid. 3. Multiply the quotient computed pursuant to paragraph 2 by the principal amount of the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”). 4. Multiply the Bond Redemption Amount computed pursuant to paragraph 3 by the applicable redemption premium on the next possible Bond call date, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”). 5. If all the Bonds authorized to be issued for Improvement Areas A have not been issued, compute the Future Facilities Costs. 6. Multiply the quotient computed pursuant to paragraph 2 by the amount if any, determined pursuant to paragraph 5 to compute the amount of Future Facilities Costs to be allocated to such Assessor’s Parcel (the “Future Facilities Amount”). 7. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds. 8. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel. 9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year, which have not yet been paid. 10. Compute the amount the CFD Administrator reasonably expects to derive from the reinvestment of the Prepayment Amount less the Administrative Fees and Expenses (including the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption) from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment. 11. Add the amounts computed pursuant to paragraphs 7 and 9 and subtract the amount computed pursuant to paragraph 10 (the “Defeasance Amount”). 12. Determine the administrative fees and expenses of CFD-06-I, applicable prepayment totals, including the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the cost of recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”) Page 720 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-10 13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 2 by the expected balance in the capitalized interest fund after such first interest payment (the “Capitalized Interest Credit”). 15. The Maximum Annual Special Tax prepayment is equal to the sum of the amounts computed pursuant to paragraphs 3, 4, 6, 11, and 12, less the amounts computed pursuant to paragraphs 13 and 14 (the “Prepayment Amount”). 16. From the Prepayment Amount, the amounts computed pursuant to paragraphs 3, 4, 11, 13, and 14 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to paragraph 12 shall be retained by CFD-06. The amount computed pursuant to paragraph 5 shall be deposited in the Construction Fund. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of bonds or to make debt service payments. As a result of the payment of the current Fiscal Year’s Special Tax levy as determined under paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor’s Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Taxes and the release of the Special Tax lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay the Special Tax shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Annual Special Taxes that may be levied on Taxable Property within Improvement Area A both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds. Tenders of Bonds in prepayment of Maximum Annual Special Taxes may be accepted upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. [Remainder of Page Intentionally Left Blank] Page 721 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-11 2. Prepayment in Part The Maximum Annual Special Tax on an Assessor’s Parcel of Developed Property or an Assessor’s Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section H 1; except that a partial prepayment shall be calculated according to the following formula: PP = (PE x F) + A These terms have the following meaning: PP = the partial prepayment PE = the Prepayment Amount calculated according to Section H.1, minus Administrative Expenses and Fees determined pursuant to Step 12. F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Annual Special Tax. A= the Administrative Expenses and Fees determined pursuant to Step 12. The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Annual Special Tax shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Annual Special Tax, (ii) the percentage by which the Maximum Annual Special Tax shall be prepaid, and (iii) the company or agency that will be acting as the escrow agent, if applicable. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Maximum Annual Special Tax for an Assessor’s Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the City shall (i) distribute the funds remitted to it according to Step 16 of Section H.1, and (ii) indicate in the records of CFD-06-I that there has been a partial prepayment of the Maximum Annual Special Tax and that a portion of the Maximum Annual Special Tax equal to the outstanding percentage (1.00 - F) of the remaining Maximum Annual Special Tax shall continue to be authorized to be levied on such Assessor’s Parcel pursuant to Section D. I. TERM OF MAXIMUM ANNUAL SPECIAL TAX The Maximum Annual Special Tax shall be levied commencing in Fiscal Year 2003-2004 to the extent necessary to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than the 2042-2043 Fiscal Year. [Remainder of Page Intentionally Left Blank] Page 722 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-12 AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 06-I IMPROVEMENT AREA B (Eastlake – Woods, Vistas and Land Swap) A Special Tax as hereinafter defined shall be levied on each Assessor’s Parcel of Taxable Property within the City of Chula Vista Community Facilities District No. 06-I, Improvement Area B (“Improvement Area B”) and collected each Fiscal Year commencing in Fiscal Year 2003-2004 in an amount determined by the City Council through the application of the appropriate Special Tax for “Developed Property,” and “Undeveloped Property” as described below. All of the Taxable Property in Improvement Area B, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meaning: “Acre or Acreage” means the 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 Subdivision Map, parcel map, condominium plan, record of survey, or other recorded document creating or describing the parcel. If the preceding maps for a land area are not available, the Acreage of such land area shall be determined by the City Engineer. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Expenses” means the actual or reasonably estimated costs directly related to the administration of Improvement Area B including, but not limited to, the following: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City, or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD-06-I or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD-06-I or any designee thereof of providing continuing disclosure; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD-06-I or any designee thereof related to any appeal of the levy or application of the Special Tax; and the costs associated with the release of funds from an escrow account, if any. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD-06-I for any other administrative purposes of Improvement Area B, including, but not limited to attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. “Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor of the County designating parcels by Assessor’s Parcel number. “Assigned Special Tax” means the Special Tax for each Land Use Category of Developed Property as determined in accordance with Section C.1.a. “Available Funds” means the balance in the reserve fund established pursuant to the terms of the Page 723 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-13 Indenture in excess of the reserve requirement as defined in such Indenture, delinquent Special Tax payments not required to fund the Special Tax Requirement for any preceding Fiscal Year, Special Tax prepayments collected to pay interest on Bonds, and other sources of funds available as a credit to the Special Tax Requirement as specified in such Indenture. “Backup Special Tax” means the Backup Special Tax amount set forth in Section C.1.b. “Bonds” means any bonds or other debt (as defined in the Act), whether in one or more series, issued by CFD-06-I for Improvement Area B under the Act. “Bond Year” means a one-year period beginning on September 2nd in each year and ending on September 1st in the following year. Unless defined differently in the applicable Indenture. “CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD 06-I” means City of Chula Vista, Community Facilities District No. 06-I. “City” means the City of Chula Vista. “Commercial Property” means all Assessors’ Parcels of Developed Property, for which a building permit(s) was issued for a non-residential use, excluding Community Purpose Facility Property. “Community Purpose Facility Property” means all Assessors’ Parcels which are classified as community purpose facilities and meet the requirements of City of Chula Vista Ordinance No. 2452. “Council” means the City Council of the City, acting as the legislative body of CFD-06-I. “County” means the County of San Diego. “Developed Property” means, for each Fiscal Year, all Taxable Property for which a building permit for new construction was issued prior to March 1 of the prior Fiscal Year. “Exempt Property” means property not subject to the Special Tax due to its classification as either Public Property, Property Owner Association Property Community Purpose Facility Property. “Final Subdivision Map” means a subdivision of property, created by recordation of a Final Subdivision Map, parcel map or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 1352, that creates individual lots for which residential building permits may be issued without further subdivision of such property. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “Improvement Area B” means Improvement Area B of CFD No. 06-I known as the “Land Swap”. “Indenture” means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. Page 724 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-14 “Land Use Class” means any of the classes listed in Table 1 of Section C. “Lot(s)” means an individual legal lot created by a Final Subdivision Map for which a building permit for residential construction has been or could be issued. “Master Developer” means the owner of the predominant amount of Undeveloped Property in Improvement Area B. “Maximum Annual Special Tax” means the maximum annual Special Tax, determined in accordance with the provisions of Section C, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Outstanding Bonds” mean all Bonds, which remain outstanding as defined in the Indenture. “Property Owner Association Property” means any property within the boundaries of Improvement Area B owned by or dedicated to a property owner association, including any master or sub- association. “Proportionately” means for Developed Property that the ratio of the actual Special Tax levy to the Assigned Special Tax or the Backup Special Tax is equal for all Assessors’ Parcels of Developed Property within Improvement Area B. For Undeveloped Property “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Annual Special Tax per Acre is equal for all Assessor’s Parcels of Undeveloped Property within Improvement Area B. “Public Property” means any property within the boundaries of Improvement Area B that is owned by or dedicated to the federal government, the State of California, the County, the City or any other public agency. “Residential Property” means all Assessors’ Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units. “Residential Floor Area” means all of the square footage of living area within the perimeter of a residential structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be made by the CFD Administrator by reference to appropriate records kept by the City’s Building Department. Residential Floor Area for a residential structure will be based on the building permit(s) issued for such structure. “Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement. “Special Tax Requirement” means that amount of Special Tax revenue required in any Fiscal Year for Improvement Area B to: (i) pay annual debt service on all Outstanding Bonds (as defined in Section A) due in the Bond Year beginning in such Fiscal Year; (ii) pay other periodic costs on Outstanding Bonds, including but not limited to, credit enhancement and rebate payments on Outstanding Bonds; (iii) pay Administrative Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds in accordance with the Indenture; and (v) pay directly for acquisition and/or construction of public improvements which are authorized to be financed by CFD-06-I provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on the Undeveloped Property for Improvement Area B; less (vi) a credit for Available Funds. “State” means the State of California. Page 725 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-15 “Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD-06-I, Improvement Area B that are not exempt from the Special Tax pursuant to law or Section E below. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. “Undeveloped Property” means, for each Fiscal year, all Taxable Property not classified as Developed Property. “Zone 3” means a specific geographic area as depicted in Exhibit A attached hereto. “Zone 4” means a specific geographic area as depicted in Exhibit A attached hereto. B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Assessor’s Parcels of Taxable Property within , Improvement Area B shall be (a) categorized as being located in either Zone 3 or Zone 4, (b) classified as Developed Property or Undeveloped Property and (c) shall be subject to the levy of annual Special Taxes determined pursuant to Sections C and D below. Furthermore, all Developed Property shall then be classified as Residential or Commercial Property. C. MAXIMUM ANNUAL SPECIAL TAX RATE 1. Developed Property The Maximum Annual Special Tax for each Assessor’s Parcel of Residential Property or Commercial Property shall be the greater of (1) the Assigned Special Tax described in Table 1 below or (2) the Backup Special Tax computed pursuant to b. below. a. Assigned Special Tax The Assigned Special Tax for each Assessor’s Parcel of Developed Property is shown in Table 1. TABLE 1 ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY WITHIN ZONE 3 AND ZONE 4 Land Use Class Description Assigned Special Tax 1 Residential Property $0.74 per square foot of Residential Floor Area 2 Commercial Property $6,000 per Acre b. Backup Special Tax When a Final Subdivision Map is recorded within Zone 3 or Zone 4, the Backup Special Tax for Assessor’s Parcels of Developed Property classified as Residential Property or Commercial Property shall be determined as follows: For each Assessor’s Parcel of Residential Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Residential Property upon its development within the Final Subdivision Map area, the Backup Special Tax shall be the rate per Lot calculated according to the following formula: Page 726 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-16 Zone 3 $20,563 x A B = L Zone 4 $6,667 x A B = L The terms above have the following meanings: B = Backup Special Tax per Lot in each Fiscal Year. A = Acreage classified or to be classified as Residential Property in such Final Subdivision Map. L = Lots in the Final Subdivision Map which are classified or to be classified as Residential Property. For each Assessor’s Parcel of Commercial Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Commercial Property within the Final Subdivision Map area, the Backup Special Tax shall be determined by multiplying $20,563 for Zone 3 and $6,667 for Zone 4 by the total Acreage of each Assessor’s Parcels of the Commercial Property and Undeveloped Property to be classified as Commercial Property within the Final Subdivision Map area. Notwithstanding the foregoing, if Assessor’s Parcels of Residential Property, Commercial Property or Undeveloped Property for which the Backup Special Tax has been determined are subsequently changed or modified by recordation of a new or amended Final Subdivision Map, then the Backup Special Tax applicable to such Assessor’s Parcels shall be recalculated to equal the amount of Backup Special Tax that would have been generated if such change did not take place. 2. Undeveloped Property The Maximum Annual Special Tax for each Assessor’s Parcel classified, as Undeveloped Property shall be $20,563 per Acre for Zone 3 and $6,667 per Acre for Zone 4. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2003-04 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement and shall levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows: First: The Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property within Zone 3 and Zone 4 at a rate up to 100% of the applicable Assigned Special Tax to satisfy the Special Tax Requirement. Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step Page 727 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-17 has been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property within Zone 3 and Zone 4, excluding any Assessor’s Parcels classified as Undeveloped Property pursuant to Section E, at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Third: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax to be levied on each Assessor’s Parcel of Developed Property whose Maximum Annual Special Tax is derived by the application of the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to the Maximum Annual Special Tax for each such Assessor’s Parcel. Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel classified as Undeveloped Property pursuant to Section E at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Assessor’s Parcel. E. EXEMPTIONS 1. The CFD Administrator shall classify the following Assessor Parcel(s) as exempt property: (i) Public Property, (ii) Property Owner Association Property, (iii) Community Purpose Facility Property, and (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided, however, that no such classification shall reduce the sum of all Taxable Property to less than 36.50 Acres in Zone 3 and 52.00 Acres in Zone 4. Assessor’s Parcels which cannot be classified as exempt property because such classification would reduce the Acreage of all Taxable Property to less than 36.50 Acres in Zone 3 and 52.00 Acres in Zone 4 will be classified as Undeveloped Property and shall be taxed as such. Tax-exempt status for purposes of this paragraph will be assigned by the CFD Administrator in the chronological order in which property becomes exempt property. 2. The Maximum Annual Special Tax obligation for any property which would be classified as Public Property upon its transfer or dedication to a public agency but which cannot be classified as exempt property as described in paragraph 1 of Section F shall be prepaid in full by the seller pursuant to Section I.1, prior to the transfer/dedication of such property to such public agency. Until the Maximum Annual Tax obligation for any such Public Property is prepaid, the property shall continue to be subject to the levy of the Special Tax as Undeveloped Property. F. REVIEW/APPEAL COMMITTEE Any landowner or resident who feels that the amount of the Special Tax levied on their Assessor’s Parcel is in error shall first consult with the CFD Administrator regarding such error. If following such consultation, the CFD Administrator determines that an error has occurred; the CFD Administrator may amend the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action (if any by the CFD Administrator), the landowner or resident believes such error still exists, such person may file a written notice with the City Clerk of the City appealing the amount of the Special Tax levied on such Assessor’s Parcel. Upon the receipt Page 728 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-18 of any such notice, the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of CFD-06-I and a special three-member Review/Appeal Committee. The Review/Appeal Committee may establish such procedures, as it deems necessary to undertake the review of any such appeal. The Review/Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any landowner or resident appeals, as herein specified. The decision of the Review/Appeal Committee shall be final and binding as to all persons. G. MANNER OF COLLECTION The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD-06-I, Improvement Area B may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor’s Parcels of Taxable Property that are delinquent in the payment of Special Taxes. Tenders of Bonds may be accepted for payment of Special Taxes upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. H. PREPAYMENT OF SPECIAL TAX The following definition applies to this Section H: “CFD Public Facilities” means those public facilities authorized to be financed by CFD-06-I Improvement Area B. “CFD Public Facilities Costs” means either $12.3 million, or such lower number as shall be determined either by (a) the CFD Administrator as sufficient to finance the CFD Public Facilities, or (b) the Council concurrently with a covenant that it will not issue any more Bonds to be secured by Special Taxes levied under this Rate and Method of Apportionment. “Construction Fund” means an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct the CFD Public Facilities. “Future Facilities Costs” means the CFD Public Facilities Costs minus that (a) portion of the CFD Public Facilities Costs previously funded (i) from the proceeds of all previously issued Bonds, (ii) from interest earnings on the Construction Fund actually earned prior to the date of prepayment and (iii) directly from Special Tax revenues and (b) the amount of the proceeds of all previously issued Bonds then on deposit in the Construction Fund. “Outstanding Bonds” means all previously issued Bonds which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Annual Special Taxes. [Remainder of Page Intentionally Left Blank] Page 729 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-19 1. Prepayment in Full The Maximum Annual Special Tax obligation may only be prepaid and permanently satisfied for an Assessor’s Parcel of Developed Property, Undeveloped Property for which a building permit has been issued, or Public Property. The Maximum Annual Special Tax obligation applicable to such Assessor’s Parcel may be fully prepaid and the obligation of the Assessor’s Parcel to pay the Special Tax permanently satisfied as described herein; provided, however that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Annual Special Tax obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the Prepayment amount of such Assessor’s Parcel. The CFD Administrator may charge a reasonable fee for providing this figure. The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Future Facilities Amount plus Defeasance Amount plus Prepayment Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Step No.: 1. For Assessor’s Parcels of Developed Property, compute the Maximum Annual Special Tax for the Assessor’s Parcel to be prepaid. For Assessor’s Parcels of Undeveloped Property for which a building permit has been issued to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit issued for that Assessor’s Parcel. For Assessor’s Parcels of Public Property to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel using the Maximum Annual Special Tax for Undeveloped Property. 2. Divide the Maximum Annual Special Tax computed pursuant to paragraph 1 by the sum of the total expected Maximum Annual Special Tax revenues which may be levied within Improvement Area B excluding any Assessors Parcels for which the Maximum Annual Special Tax obligation has been previously prepaid. 3. Multiply the quotient computed pursuant to paragraph 2 by the principal amount of the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”). 4. Multiply the Bond Redemption Amount computed pursuant to paragraph 3 by the applicable redemption premium on the next possible Bond call date, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”). Page 730 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-20 5. If all the Bonds authorized to be issued for Improvement Area B have not been issued, compute the Future Facilities Costs. 6. Multiply the quotient computed pursuant to paragraph 2 by the amount determined pursuant to paragraph 5 to compute the amount of Future Facilities Costs to be allocated to such Assessor’s Parcel (the “Future Facilities Amount”). 7. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds. 8. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel. 9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year, which have not yet been paid. 10. Determine the fees and expenses of CFD-06-I, including but not limited to, the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds from the proceeds of such prepayment, and the cost of recording any notices to evidence the prepayment and the redemption (the “Prepayment Fees and Expenses”). 11. Compute the amount the CFD Administrator reasonably expects to derive from the reinvestment of the prepayment amount less the Prepayment Fees and Expenses, as determined pursuant to step 10, from the date of prepayment until the redemption date for the outstanding bonds to be redeemed with the prepayment. 12. Add the amounts computed pursuant to paragraphs 7 and 9 and subtract the amount computed pursuant to paragraph 11 (the “Defeasance Amount”). 13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 2 by the expected balance in the capitalized interest fund after such first interest payment (the “Capitalized Interest Credit”). 15. The Maximum Annual Special Tax prepayment is equal to the sum of the amounts computed pursuant to paragraphs 3, 4, 6, 10, and 12, less the amounts computed pursuant to paragraphs 13 and 14 (the “Prepayment Amount”). 16. From the Prepayment Amount, the amounts computed pursuant to paragraphs 3, 4, 12, 13, and 14 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to paragraph 10 shall be retained by CFD-06-I. The amount computed pursuant Page 731 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-21 to paragraph 6 shall be deposited in the Construction Fund. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of bonds or to make debt service payments. As a result of the payment of the current Fiscal Year’s Special Tax levy as determined under paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor’s Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Taxes and the release of the Special Tax lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay the Special Tax shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Annual Special Taxes that may be levied on Taxable Property within Improvement Area B both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds. Tenders of Bonds in prepayment of Maximum Annual Special Taxes may be accepted upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. 2. Prepayment in Part The Maximum Annual Special Tax on an Assessor’s Parcel of Developed Property or an Assessor’s Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section H 1; except that a partial prepayment shall be calculated according to the following formula: PP = (PE x F) + A These terms have the following meaning: PP = the partial prepayment PE = the Prepayment Amount calculated according to Section H.1, minus Prepayment Fees and Expenses determined pursuant to Step 10. F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Annual Special Tax. A = the Prepayment Fees and Expenses determined pursuant to Step 10. The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Annual Special Tax shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Annual Special Tax, (ii) the percentage by which the Maximum Annual Special Tax shall be prepaid, and (iii) the company or agency that will be acting as the escrow agent, if applicable. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Maximum Annual Special Tax for an Assessor’s Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the City shall (i) distribute the funds remitted to it according to Step 16 of Section H.1, and (ii) indicate in the records of CFD-06-I, Improvement Area B that there has been a partial prepayment of the Maximum Annual Special Tax Page 732 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-22 and that a portion of the Maximum Annual Special Tax equal to the outstanding percentage (1.00 - F) of the remaining Maximum Annual Special Tax shall continue to be authorized to be levied on such Assessor’s Parcel pursuant to Section D. I. TERM OF MAXIMUM ANNUAL SPECIAL TAX The Maximum Annual Special Tax shall be levied commencing in Fiscal Year 2003-2004 to the extent necessary to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than the 2043-2044 Fiscal Year. [Remainder of Page Intentionally Left Blank] Page 733 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-23 RATE AND METHOD OF APPORTIONMENT FOR CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 07-I (Otay Ranch Village Eleven) A Special Tax as hereinafter defined shall be levied on each Assessor’s Parcel of Taxable Property within the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), and collected each Fiscal Year commencing in Fiscal Year 2004-2005 in an amount determined by the City Council through the application of the appropriate Special Tax for “Developed Property,” “Approved Property”, “Undeveloped Property” and “Provisional Undeveloped Property” as described below. All of the Taxable Property within CFD-07-I, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meaning: “ ‘A’ Map” shall mean a master final subdivision or parcel map, filed in accordance with the Subdivision Map Act and the Chula Vista Municipal Code, which subdivides the land or a portion thereof shown on a tentative map into “super block” lots corresponding to units or phasing of combination of units as shown on such tentative map and which may further show Community Purpose Facility Property, Property Owner Association Property, Public Property, open space lot dedications, backbone street dedications and utility easements required to serve such “super block” lots. “Acre or Acreage” means the 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 Subdivision Map, parcel map, condominium plan, record of survey, or other recorded document creating or describing the land area. If the preceding maps for a land area are not available, the Acreage of such land area shall be determined by the City Engineer. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Fees and Expenses” means the actual or reasonably estimated costs directly related to the administration of CFD-07-I including, but not limited to, the following: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City, or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD-07-I, or any designee thereof of complying with arbitrage rebate requirements and/or responding to any audit of the Bonds by the Internal Revenue Service; the costs to the City, CFD-07-I, or any designee thereof of providing continuing disclosure; the costs of the City, CFD-07-I or any designee thereof of preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD-07-I, or any designee thereof related to any appeal of the levy or application of the Special Tax; and the costs associated with the release of funds from an escrow account, if any. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD-07-I, for any other administrative purposes, including, but not limited to attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. Page 734 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-24 “Approved Property” means all Assessor’s Parcels of Taxable Property: (i) that are included in an ‘A’ Map, excluding lettered lots thereon, or a Final Subdivision Map, excluding lettered lots thereon, that were recorded prior to January 1st for the Fiscal Year ending July 31, 2005, and prior to March 1st for each subsequent Fiscal Year thereafter preceding the Fiscal Year in which the Special Tax is being levied, and (ii) that have not been issued a building permit prior to the March 1st preceding the Fiscal Year in which the Special Tax is being levied. “Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor of the County designating parcels by Assessor’s Parcel number. “Assigned Special Tax” means the Special Tax for each Land Use Class of Developed Property as determined in accordance with Section C.1.a. “Available Funds” means (a) the balance in the reserve fund established pursuant to the terms of the Indenture in excess of the reserve requirement as defined in such Indenture, (b) delinquent Special Tax payments not required to fund the Special Tax Requirement for any preceding Fiscal Year, that portion of Special Tax prepayments allocated to the payment of interest on Bonds, and (c) other sources of funds available as a credit to the Special Tax Requirement as specified in such Indenture. “Backup Special Tax” means the Special Tax as determined in accordance with Section C.1.b. “Bonds” means any bonds or other debt (as defined in the Act), whether in one or more series, issued or incurred by CFD-07-I under the Act. “Bond Year” means a one-year period beginning on September 2nd in each year and ending on September 1st in the following year, unless defined otherwise in the applicable Indenture. “CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD-07-I” means City of Chula Vista Community Facilities District No. 07-I. “City” means the City of Chula Vista. “Community Purpose Facility Property” means all Assessor’s Parcels which are (a) classified as community purpose facilities and meet the requirements of City of Chula Vista Ordinance No. 2002- 2883 as amended on November 5, 2002 or (b) designated on an “A” Map or a Final Subdivision Map as a community purpose facility. “Council” means the City Council of the City, acting as the legislative body of CFD-07-I. “County” means the County of San Diego. “Density” means for each Assessor’s Parcel of Residential Property the number of Dwelling Units per gross acre determined pursuant to those provisions of Ordinance No. 2866, in effect as of January 7, 2003, that provide for the calculation of density for purposes of calculating Transportation Development Impact Fees. Page 735 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-25 “Developed Property” means all Assessor’s Parcels of Taxable Property for which a building permit has been issued prior to March 1st preceding the Fiscal Year in which the Special Tax is being levied. “Dwelling Unit” means each separate residential dwelling unit that comprises an independent facility capable of conveyance or rental separate from adjacent residential dwelling units. “Exempt Property” means all Assessor’s Parcels that are exempt from the Special Tax pursuant to Section E.1. “Final Subdivision Map” means a subdivision of property, created by recordation of a final subdivision map, parcel map or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 1352, that creates individual lots for which residential building permits may be issued without further subdivision of such property. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “Indenture” means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Land Use Class” means any of the classes listed in Table 1 of Section C. “Maximum Annual Special Tax” means the maximum annual Special Tax, determined in accordance with the provisions of Section C, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Mixed Use Property” means all Assessor’s Parcels that have been classified by the City to allow both Residential Property and Non-Residential Property uses on each such Assessor’s Parcel. For an Assessor’s Parcel of Mixed Use Property, each Land Use Class thereon is subject to taxation pursuant to the provisions of Section C regardless of the geographic orientation of such Land Use Classes on such Assessor’s Parcel. “Non-Residential Property” means all Assessor’s Parcels of Developed Property, for which a building permit(s) has been issued to allow the construction of one or more buildings or structures for a non-residential use, excluding Community Purpose Facility Property. “Open Space” means property within the boundaries of CFD 07-I in which prior to June 1st of the preceding Fiscal Year (a) has been designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as open space, (b) is classified by the County Assessor as open space, (c) has been irrevocably offered for dedication as open space to the federal government, the State of California, the County, the City, or any other public agency or (d) is encumbered by an easement or other restriction required by the City limiting the use of such property to open space. “Outstanding Bonds” means all Bonds, which remain outstanding as defined in the Indenture. “Property Owner Association Property” means any property within the boundaries of CFD-07- I which is (a) owned by a property owner association or (b) is designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as property owner association property. As used in this definition, a property owner association includes any master or sub-association. Page 736 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-26 “Proportionately” means for Developed Property that the ratio of the actual Special Tax levy to the Assigned Special Tax or the Backup Special Tax is equal for all Assessors’ Parcels of the Developed Property. For Approved Property, Undeveloped Property and Provisional Undeveloped Property “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Annual Special Tax per Acre is equal for all Assessor’s Parcels of like classification. “Provisional Undeveloped Property” means all Assessor’s Parcels of Public Property, Property Owner Association Property, Community Purpose Facility Property, Open Space or other property that would otherwise be classified as Exempt Property pursuant to the provisions of Section E, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property below the required minimum acreage as set forth in Section E.1 for Zone A or Zone B as applicable. “Public Property” means any property within the boundaries of CFD-07-1 which (a) is owned by a public agency, (b) has been irrevocably offered for dedication to a public agency or (c) is designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as property which will be owned by a public agency. For purposes of this definition, a public agency includes the federal government, the State of California, the County, the City or any other public agency. “Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit has been issued to allow the construction of one or more buildings or structures for use as residential dwelling units. “Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement. “Special Tax Requirement” means that amount of Special Tax revenue required in any Fiscal Year for to: (i) pay annual debt service on all Outstanding Bonds due in the Bond Year beginning in such Fiscal Year; (ii) pay other periodic costs on Outstanding Bonds, including but not limited to, credit enhancement and rebate payment; (iii) pay Administrative Fees and Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds in accordance with the Indenture; and (v) pay directly for acquisition and/or construction of public improvements which are authorized to be financed by CFD-07-I provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on the Undeveloped Property; less (vi) a credit for Available Funds. “State” means the State of California. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD 07-I that are not exempt from the Special Tax pursuant to law or Section E below. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. “Undeveloped Property” means, for each Fiscal year, all Taxable Property not classified as Developed Property, Approved Property or Provisional Undeveloped Property. “Zone A” means a specific geographic area as depicted in Exhibits A and B attached hereto. “Zone B” means a specific geographic area as depicted in Exhibits A and B attached hereto. Page 737 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-27 B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Assessors’ Parcels of Taxable Property within CFD-07-I shall be (a) categorized as being located in either Zone A or Zone B, (b) classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property and (c) subject to the levy of annual Special Taxes determined pursuant to Sections C and D below. Developed Property shall be further classified as either Residential Property, Non-Residential Property or Mixed Use Property. The Land Use Class of each Assessor’s Parcel of Residential Property or Mixed Use Property shall be determined based on its Density. C. MAXIMUM ANNUAL SPECIAL TAX RATE 1. Developed Property The Maximum Annual Special Tax for each Assessor’s Parcel of Residential Property, Non- Residential Property or Mixed Use Property shall be the greater of (1) the Assigned Special Tax described in Section a. below or (2) the Backup Special Tax computed pursuant to Section b. below. a. Assigned Special Tax The Assigned Special Tax for each Land Use Class of Developed Property is shown in Table 1. TABLE 1 Assigned Special Tax for Developed Property Within Zone A and Zone B: Density Land Use Class Description (DU/Acre) Assigned Special Tax 1 Residential Property 0 to 8 $1,675 per Dwelling Unit 2 Residential Property >8 to 20 $1,340 per Dwelling Unit 3 Residential Property >20 $1,005 per Dwelling Unit 4 Non Residential Property N/A $6,000 per Acre The Assigned Special Tax for each Assessor’s Parcel of Mixed Use Property shall equal the total of (i) the Assigned Special Tax that would be applicable to such Assessor’s Parcel if it was classified only as Residential Property and (ii) the Assigned Special Tax that would be applicable to such Assessor’s Parcel if it was classified as Non-Residential Property. b. Backup Special Tax When a Final Subdivision Map is recorded within Zone A or Zone B, the Backup Special Tax for Residential Property and Non-Residential Property, shall be determined as follows: For each Assessor’s Parcel of Residential Property or Undeveloped Property and Approved Property to be classified as Residential Property upon its development within the Final Subdivision Map area, the Backup Special Tax shall be the rate per Dwelling Unit calculated according to the following formula: Page 738 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-28 Zone A $13,955 x A B = U Zone B $24,218 x A B = U The terms above have the following meanings: B = Backup Special Tax per Dwelling Unit in each Fiscal Year. A = Acreage classified or to be classified as Residential Property in such Final Subdivision Map. U = Number of Dwelling Units in the Final Subdivision Map which are classified or expected to be classified as Residential Property. For each Assessor’s Parcel of Developed Property classified as Non-Residential Property or for each Assessor’s Parcel of Approved or Undeveloped Property to be classified as Non-Residential Property within the Final Subdivision Map area, the Backup Special Tax shall be determined by multiplying $13,955 for Zone A and $24,218 for Zone B by the total Acreage of any such Assessor’s Parcel. For each Assessor’s Parcel of Mixed Use Property, the Backup Special Tax shall be determined by multiplying $13,955 for Zone A and $24,218 for Zone B by the total Acreage of any such Assessor’s Parcel. Notwithstanding the foregoing, if Assessor’s Parcels of Residential Property, Non-Residential Property, Mixed Use Property, Approved Property or Undeveloped Property for which the Backup Special Tax has been determined are subsequently changed or modified by recordation of a new or amended Final Subdivision Map, then the Backup Special Tax applicable to such Assessor’s Parcels shall be recalculated to equal the amount of Backup Special Tax that would have been generated if such change did not take place. 2. Approved Property The Maximum Annual Special Tax for each Assessor’s Parcel of Approved Property shall be $13,955 per Acre for Zone A and $24,218 per Acre for Zone B. 3. Undeveloped Property and Provisional Undeveloped Property The Maximum Special Tax for each Assessor’s Parcel of Undeveloped Property and Provisional Undeveloped Property shall be $13,955 per Acre for Zone A and $24,218 per Acre for Zone B. Page 739 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-29 D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2004-2005 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement and shall levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows: First: The Special Tax shall be levied Proportionately on all Developed Property at a rate up to 100% of the applicable Assigned Special Tax to satisfy the Special Tax Requirement. Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on all Approved Property at up to 100% of the Maximum Annual Special Tax for Approved Property. Third: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax shall be levied Proportionately on all Undeveloped Property within Zone A and Zone B, at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. In determining the Acreage of an Assessor’s Parcel of Undeveloped Property for purposes of determining the annual Special Tax to be levied on such Assessor’s Parcels of Undeveloped Property, the CFD Administrator shall not include any Acreage shown on any applicable tentative subdivision map or other land use entitlement approved by the City that designates such Acreage for a use that would be classified as Open Space, Property Owner Association Property, Community Purpose Facility or Public Property. Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, the Special Tax to be levied on each Assessor’s Parcel of Developed Property whose Maximum Annual Special Tax is derived by the application of the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to the Maximum Annual Special Tax for each such Assessor’s Parcel. Fifth: If additional monies are needed to satisfy the Special Tax Requirement after the first four steps have been completed, then the Special Tax shall be levied Proportionately on all Provisional Undeveloped Property at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Taxable Property. E. EXEMPTIONS 1. The CFD Administrator shall classify the following as Exempt Property: (i) Public Property, (ii) Property Owner Association Property, (iii) Community Purpose Facility Property, (iv) Open Space and (v) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided, however, that no such classification shall reduce the sum of all Taxable Property to less than 147.15 Acres for Zone A and 59.04 Acres for Zone B. Assessor’s Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 147.15 Acres for Zone A and 59.04 Acres for Zone B will be classified as Provisional Undeveloped Property and shall be taxed pursuant to the fifth step of Section D. Exempt status for purposes of this paragraph will be assigned by the CFD Administrator in the chronological order in which property becomes Exempt Page 740 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-30 Property. In the event the Taxable Property will be reduced below the minimum Acreage noted above for either Zone A or Zone B as a result of the recordation of a single “A” Map, the CFD Administrator shall classify property within Zone A or Zone B that is shown on such “A” Map as Exempt Property up to the limits of Exempt Property applicable to such Zone or Zones in the following priority order: 1) Community Purpose Facility Property, 2) Property Owner Association Property, 3) Public Property, 4) Open Space, 5) other public or utility easements making impractical their utilization for no other such purpose. 2. The Maximum Annual Special Tax obligation for any property which would be classified as Public Property upon its transfer or dedication to a public agency but which is classified as Provisional Undeveloped Property pursuant to E.1 above shall be prepaid in full by the seller pursuant to Section H.1, prior to the transfer/dedication of such property to such public agency. Until the Maximum Annual Special Tax obligation for any such Public Property is prepaid, the property shall continue to be subject to the levy of the Special Tax as Provisional Undeveloped Property. 3. If the use of an Assessor's Parcel of Exempt Property changes so that such Assessor's Parcel is no longer classified as one of the uses set forth in paragraph 1 that would make such Assessor's Parcel eligible to be classified as Exempt Property, such Assessor's Parcel shall cease to be classified as Exempt Property and shall be deemed to be Taxable Property. F. REVIEW/APPEAL COMMITTEE Any landowner or resident who feels that the amount of the Special Tax levied on their Assessor’s Parcel is in error shall first consult with the CFD Administrator regarding such error. If following such consultation, the CFD Administrator determines that an error has occurred the CFD Administrator may amend the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action (if any by the CFD Administrator), the landowner or resident believes such error still exists, such person may file a written notice with the City Clerk of the City appealing the amount of the Special Tax levied on such Assessor's Parcel. Upon the receipt of any such notice, the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of CFD-07-I a special three-member Review/Appeal Committee. The Review/Appeal Committee may establish such procedures, as it deems necessary to undertake the review of any such appeal. The Review/Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any landowner or resident appeals, as herein specified. The decision of the Review/Appeal Committee shall be final and binding as to all persons. G. MANNER OF COLLECTION The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD-07-I, may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor's Parcels of Taxable Property that are delinquent in the payment of Special Taxes. Tenders of Bonds in prepayment of Maximum Annual Special Taxes may be accepted upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. Page 741 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-31 H. PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section H: “CFD Public Facilities” means those public facilities authorized to be financed by CFD-07-I. “CFD Public Facilities Costs” means either $35 million, or such lower number as shall be determined either by (a) the CFD Administrator as sufficient to finance the CFD Public Facilities, or (b) the Council concurrently with a covenant that it will not issue any more Bonds to be secured by Special Taxes levied under this Rate and Method of Apportionment. “Construction Fund” means an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct the CFD Public Facilities. “Future Facilities Costs” means the CFD Public Facilities Costs minus that (a) portion of the CFD Public Facilities Costs previously funded (i) from the proceeds of all previously issued Bonds, (ii) from interest earnings on the Construction Fund actually earned prior to the date of prepayment and (iii) directly from Special Tax revenues and (b) the amount of the proceeds of all previously issued Bonds then on deposit in the Construction Fund. “Outstanding Bonds” means all previously issued Bonds which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Annual Special Taxes. 1. Prepayment in Full The Maximum Annual Special Tax obligation may only be prepaid and permanently satisfied for an Assessor’s Parcel of Developed Property, Undeveloped Property or Approved Property for which a building permit has been issued, or Provisional Undeveloped Property. The Maximum Annual Special Tax obligation applicable to such Assessor’s Parcel may be fully prepaid and the obligation of the Assessor’s Parcel to pay the Special Tax permanently satisfied as described herein; provided, however that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Annual Special Tax obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor’s Parcel. The CFD Administrator may charge a reasonable fee for providing this figure, which can be collected prior to preparing such calculation. The prepayment amount shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Future Facilities Amount plus Defeasance Amount plus Prepayment Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit equals Prepayment Amount Page 742 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-32 As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Step No.: 1. For Developed Property, compute the Maximum Annual Special Tax for the Assessor’s Parcel to be prepaid. For Assessor’s Parcels of Approved Property or Undeveloped Property to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit issued for that Assessor’s Parcel. For Assessor’s Parcels of Provisional Undeveloped Property to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel using the Maximum Annual Special Tax for Provisional Undeveloped Property. 2. Divide the Maximum Annual Special Tax computed pursuant to step 1 by the sum of the total expected Maximum Annual Special Tax revenues which may be levied within CFD- 07-I excluding any Assessors Parcels for which the Maximum Annual Special Tax obligation has been previously prepaid. 3. Multiply the quotient computed pursuant to step 2 by the principal amount of the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”). 4. Multiply the Bond Redemption Amount computed pursuant to step 3 by the applicable redemption premium(s) on the next possible Bond call date, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”). 5. If all the 2004 Bonds authorized to be issued by CFD-07-I have not been issued, then compute the Future Facilities Costs. 6. Multiply the quotient computed pursuant to step 2 by the amount if any, determined pursuant to step 5 to compute the amount of Future Facilities Costs to be allocated to such Assessor’s Parcel (the "Future Facilities Amount"). 7. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds. 8. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel. 9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year, which have not yet been paid. 10. Determine the fees and expenses of CFD-07-I, including but not limited to, the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds from the proceeds of such prepayment, and the cost of recording any notices to evidence the prepayment and the redemption (the “Prepayment Fee and Expenses”). 11. Compute the amount the CFD Administrator reasonably expects to derive from the reinvestment of the prepayment amount, less the Prepayment Fees and Expenses, pursuant to step 10, from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment. Page 743 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-33 12. Add the amounts computed pursuant to steps 7 and 9 and subtract the amount computed pursuant to step 11 (the “Defeasance Amount”). 13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to step 2 by the expected balance in the capitalized interest fund after such first interest payment (the “Capitalized Interest Credit”). 15. The Maximum Annual Special Tax prepayment is equal to the sum of the amounts computed pursuant to steps 3, 4, 6, 10, and 12, less the amounts computed pursuant to steps 13 and 14 (the “Prepayment Amount”). 16. From the Prepayment Amount, the amounts computed pursuant to steps 3, 4, 12, 13 and 14 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to step 10 shall be retained by CFD-07-I. The amount computed pursuant to step 6 shall be deposited in the Construction Fund. The prepayment amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of bonds or to make debt service payments. As a result of the payment of the current Fiscal Year’s Special Tax levy as determined under step 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor’s Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Taxes and the release of the Special Tax lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay the Special Tax shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Annual Special Taxes that may be levied on Taxable Property within both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds. 2. Prepayment in Part The Maximum Annual Special Tax on an Assessor’s Parcel of Developed Property or an Assessor’s Parcel of Approved Property or Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as presented in Section H.1; except that a partial prepayment shall be calculated according to the following formula: PP = (PE x F) + A Page 744 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-34 These terms have the following meaning: PP = the partial prepayment PE = the Prepayment Amount calculated according to Section H.1, minus Prepayment Fees and Expenses determined pursuant to step 10. F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Annual Special Tax. A= the Prepayment Fees and Expenses determined pursuant to step 10. The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Annual Special Tax shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Annual Special Tax, (ii) the percentage by which the Maximum Annual Special Tax shall be prepaid, and (iii) the company or agency that will be acting as the escrow agent, if applicable. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Maximum Annual Special Tax for an Assessor’s Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the City shall (i) distribute the funds remitted to it according to step 16 of Section H.1, and (ii) indicate in the records of CFD-07-I that there has been a partial prepayment of the Maximum Annual Special Tax and that a portion of the Maximum Annual Special Tax equal to the outstanding percentage (1.00 - F) of the remaining Maximum Annual Special Tax shall continue to be authorized to be levied on such Assessor’s Parcel pursuant to Section D. I. TERM OF MAXIMUM ANNUAL SPECIAL TAX The Maximum Annual Special Tax shall be levied commencing in Fiscal Year 2004-2005 to the extent necessary to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than the 2043-2044 Fiscal Year. [Remainder of Page Intentionally Left Blank] Page 745 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-35 RATE AND METHOD OF APPORTIONMENT FOR CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 08-I (Otay Ranch Village Six) A Special Tax as hereinafter defined shall be levied on each Assessor's Parcel of Taxable Property within the City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) collected each Fiscal Year commencing in Fiscal Year 2003-2004 in an amount determined by the City Council through the application of the appropriate Special Tax for “Developed Property”, “Undeveloped Property”, and “Provisional Undeveloped Property” as described below. All of the Taxable Property in CFD-08-I, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meaning: “ ‘A’ Map” shall mean a master final subdivision or parcel map, filed in accordance with the Subdivision Map Act and the Chula Vista Municipal Code, which subdivides the land or a portion thereof shown on a tentative map into “super block” lots corresponding to units or phasing of a combination of units as shown on such tentative map and which may further show open space lot dedications, backbone street dedications and utility easements required to serve such “super block” lots. “Acre or Acreage” means the 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 Subdivision Map, parcel map, condominium plan, record of survey, or other recorded document creating or describing the land area. If the preceding maps for a land area are not available, the Acreage of such land area shall be determined by the City Engineer. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Fees and Expenses” means the actual or reasonably estimated costs directly related to the administration of CFD-08-I including, but not limited to, the following: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City, or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD-08-I, or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD-08-I, or any designee thereof of providing continuing disclosure; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD-08-I, or any designee thereof related to any appeal of the levy or application of the Special Tax; and the costs associated with the release of funds from an escrow account, if any. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD-08-I, for any other administrative purposes of CFD-08-I, including, but not limited to attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure on an Assessor’s Parcel with delinquent Special Taxes. “Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. Page 746 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-36 “Assessor’s Parcel Map” means an official map of the County Assessor designating parcels by Assessor’s Parcel number. “Assigned Special Tax” means the Special Tax for each Land Use Class of Developed Property as determined in accordance with Section C.1.a. “Available Funds” means (a) the balance in the reserve fund established pursuant to the terms of the Indenture in excess of the reserve requirement as defined in such Indenture, (b) delinquent Special Tax payments not required to fund the Special Tax Requirement for any preceding Fiscal Year,(c) that portion of Special Tax prepayments allocated to the payment of interest on Bonds, and (d) other sources of funds available as a credit to the Special Tax Requirement as specified in such Indenture. “Backup Special Tax” means the Special Tax amount set forth in Section C.1.b. “Bonds” means any bonds or other debt (as defined in the Act), whether in one or more series, issued or incurred by CFD-08-I under the Act. “Bond Year” means a one-year period beginning on September 2nd in each year and ending on September 1st in the following year, unless defined otherwise in the applicable Indenture. “CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD-08-I” means City of Chula Vista Community Facilities District No. 08-I. “City” means the City of Chula Vista. “Community Purpose Facility Property” means all Assessor’s Parcels which are (a) classified as community purpose facilities and meet the requirements of City of Chula Vista Ordinance No. 2002- 2883 as amended on November 5, 2002 or (b) designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as a community purpose facility. “Council” means the City Council of the City, acting as the legislative body of CFD-08-I. “County” means the County of San Diego. “Developed Property” means, for each Fiscal Year, all Taxable Property for which a building permit for new construction was issued prior to March 1 of the prior Fiscal Year in which the Special Tax is being levied. “Exempt Property” means property not subject to the Special Tax due to its classification as either Public Property, Property Owner Association Property, Community Purpose Facility Property, public or utility easements in accordance with section E.1. “Final Subdivision Map” means a subdivision of property, created by recordation of a final subdivision map, parcel map or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 1352, that creates individual lots for which residential building permits may be issued without further subdivision of such property. “Fiscal Year” means the period starting July 1 and ending on the following June 30. Page 747 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-37 “Indenture” means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Land Use Class” means any of the classes listed in Table 1 of Section C.1.a. “Lot(s)” means an individual legal lot created by a Final Subdivision Map for which a building permit for residential construction has been or could be issued. “Maximum Annual Special Tax” means the maximum annual Special Tax, determined in accordance with the provisions of Section C, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Non-Residential Property” means all Assessor’s Parcels of Developed Property, for which a building permit(s) was issued for a non-residential use, excluding Community Purpose Facility Property. “Open Space” means property within the boundaries of CFD 08-I which (a) has been designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as open space, (b) is classified by the County Assessor as open space (c) has been irrevocably offered for dedication as open space, prior to June 1st of the preceding Fiscal Year, to the federal government, the State of California, the County, the City, any other public agency or (d) is encumbered by an easement or other restriction required by the City limiting the use of such property to open space. “Outstanding Bonds” mean all Bonds, which remain outstanding as defined in the Indenture. “Property Owner Association Property” means any property within the boundaries of CFD-08- I which is (a) owned by a property owner association or (b) is designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as property owner association property. As used in this definition, a Property Owner Association Property includes any master or sub- association. “Proportionately” means for Developed Property that the ratio of the actual Special Tax levy to the Assigned Special Tax or Backup Special Tax is equal for all Assessors’ Parcels of Developed Property within CFD-08-I. For Undeveloped Property or Provisional Undeveloped Property “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Annual Special Tax per Acre is equal for all Assessor’s Parcels of Undeveloped Property and equal for all Assessor’s Parcels of Provisional Undeveloped Property within CFD-08-I. “Provisional Undeveloped Property” means all Assessor’s Parcels of Public Property, Property Owner Association Property, Community Purpose Facility Property, Open Space or other property that would otherwise be classified as Exempt Property pursuant to the provisions of Section E, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property below the required minimum acreage as set forth in Section E.1 for Zone A or Zone B as applicable. “Public Property” means any property within the boundaries of CFD-08-1 that which (a) is owned by a public agency, (b) has been irrevocably offered for dedication, prior to June 1st of the preceding Fiscal Year, to a public agency or (c) is designated with specific boundaries and acreage on an ‘A’ Map or Final Subdivision Map as property which will be owned by a public agency. For purposes of this definition, a public agency includes the federal government, the State of California, the County, the City or any other public agency. Page 748 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-38 “Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units. “Residential Floor Area” means all of the square footage of living area within the perimeter of a residential structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be made by the CFD Administrator by reference to appropriate records kept by the City’s Building Department. Residential Floor Area for a residential structure will be based on the initial building permit(s) issued for such structure. “Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement. “Special Tax Requirement” means that amount of Special Tax revenue required in any Fiscal Year for CFD-08-I to: (i) pay annual debt service on all Outstanding Bonds due in the Bond Year beginning in such Fiscal Year; (ii) pay other periodic costs on Outstanding Bonds, including but not limited to, credit enhancement and rebate payments; (iii) pay Administrative Fees and Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds in accordance with the Indenture; and (v) pay directly for acquisition and/or construction of public improvements which are authorized to be financed by CFD-08-I provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on the Undeveloped Property; (vi) less a credit for Available Funds. “State” means the State of California. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD-08-I that are not exempt from the Special Tax pursuant to law or Section E below. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. “Undeveloped Property” means, for each Fiscal year, all Taxable Property not classified as Developed Property. “Zone A” means a specific geographic area as depicted in Exhibits A and B attached hereto. “Zone B” means a specific geographic area as depicted in Exhibits A and B attached hereto. B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Assessor’s Parcels of Taxable Property within CFD-08-I shall be (a) categorized as being located in either Zone A or Zone B, (b) classified as Developed Property, Undeveloped Property or Provisional Undeveloped Property and (c) subject to the levy of annual Special Taxes determined pursuant to Sections C and D. Furthermore, all Developed Property shall then be classified as Residential Property or Non-Residential Property. C. MAXIMUM ANNUAL SPECIAL TAX RATE 1. Developed Property The Maximum Annual Special Tax for each Assessor’s Parcel of Residential Property or Non-Residential Property shall be the greater of (1) the Assigned Special Tax described in Table 1 which follows or (2) the Backup Special Tax computed pursuant to 1b which follows. Page 749 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-39 a. Assigned Special Tax The Assigned Special Tax for each Assessor’s Parcel of Developed Property is shown in Table 1. TABLE 1 Assigned Special Tax for Developed Property within Zone A and Zone B: Land Use Class Description Assigned Special Tax 1 Residential Property $800 per unit plus $.35 per square foot of Residential Floor Area 2 Non-Residential Property $6,000 per Acre b. Backup Special Tax When a Final Subdivision Map is recorded within Zone A or Zone B the Backup Special Tax for Residential Property, Non-Residential Property and Undeveloped Property shall be determined as follows: For each Assessor’s Parcel of Residential Property or Undeveloped Property to be classified as Residential Property upon its development within the Final Subdivision Map area, the Backup Special Tax shall be the rate per Lot calculated according to the following formula: Zone A $16,858 x A B = L Zone B $26,445 x A B = L The terms above have the following meanings: B = Backup Special Tax per Lot in each Fiscal Year. A = Acreage classified or to be classified as Residential Property in such Final Subdivision Map. L = Lots in the Final Subdivision Map which are classified or to be classified as Residential Property. For each Assessor’s Parcel of Non-Residential Property or Undeveloped Property to be classified as Non-Residential Property upon the development thereof within the Final Subdivision Map area, the Backup Special Tax shall be determined by multiplying $16,858 for Zone A and $26,445 for Zone B by the total Acreage of all Non-Residential Property and Undeveloped Property to be classified as Non-Residential Property upon the Page 750 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-40 development thereof within the Final Subdivision Map area. Notwithstanding the foregoing if an Assessor’s Parcel of Residential Property, Non- Residential Property or Undeveloped Property for which the Backup Special Tax has been determined are subsequently changed or modified by recordation of a new or amended Final Subdivision Map, then the Backup Special Tax applicable to such Assessor’s Parcel shall be recalculated to equal the amount of Backup Special Tax that would have been generated if such change did not take place. 2. Undeveloped Property and Provisional Undeveloped Property The Maximum Annual Special Tax for each Assessor’s Parcel of Undeveloped Property or Provisional Undeveloped Property shall be $16,858 per Acre for Zone A and $26,445 per Acre for Zone B. D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2003-04 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement and shall levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows: First: The Special Tax shall be levied Proportionately on all Developed Property within Zone A and Zone B at a rate up to 100% of the applicable Assigned Special Tax to satisfy the Special Tax Requirement. Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on all Undeveloped Property within Zone A and Zone B, at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. In determining the Acreage of an Assessor’s Parcel of Undeveloped Property for purposes of determining the annual Special Tax to be levied on such Assessor’s Parcel, the CFD Administrator shall not include any Acreage shown on any applicable tentative subdivision map or other land use entitlement approved by the City that designates such Acreage for a use that would be classified as Open Space, Property Owner Association Property, Community Purpose Facility or Public Property. Third: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax to be levied on each Assessor’s Parcel of Developed Property whose Maximum Annual Special Tax is derived by the application of the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to the Maximum Annual Special Tax for each such Developed Property. Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax shall be levied Proportionately on all Provisional Undeveloped Property at a rate up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Taxable Property. Page 751 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-41 E. EXEMPTIONS 1. The CFD Administrator shall classify the following as Exempt Property: (i) Public Property, (ii) Property Owner Association Property, (iii) Community Purpose Facility Property, (iv) Open Space and (v) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided, however, that no such classification shall reduce the sum of all Taxable Property to less than 40.98 Acres in Zone A and 42.43 Acres in Zone B. Property which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 40.98 Acres in Zone A and 42.43 Acres in Zone B will be classified as Provisional Undeveloped Property and shall be taxed pursuant to the fourth step of Section D. Tax exempt status for purposes of this paragraph will be assigned by the CFD Administrator in the chronological order in which property becomes Exempt Property. 2. The Maximum Annual Special Tax obligation for any property which would be classified as Public Property upon its transfer or dedication to a public agency but which is classified as Provisional Undeveloped Property pursuant to paragraph 1 of Section E shall be prepaid in full by the seller pursuant to Section H.1, prior to the transfer/dedication of such property to such public agency. Until the Maximum Annual Special Tax obligation for any such Public Property is prepaid, the property shall continue to be subject to the levy of the Special Tax as Provisional Undeveloped Property. 3. If the use of an Assessor's Parcel of Exempt Property changes so that such Assessor's Parcel is no longer classified as one of the uses set forth in paragraph 1 that would make such Assessor's Parcel eligible to be classified as Exempt Property, such Assessor's Parcel shall cease to be classified as Exempt Property and shall be deemed to be Taxable Property. F. REVIEW/APPEAL COMMITTEE Any landowner or resident who feels that the amount of the Special Tax levied on their Assessor’s Parcel is in error shall first consult with the CFD Administrator regarding such error. If following such consultation, the CFD Administrator determines that an error has occurred the CFD Administrator may amend the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action (if any by the CFD Administrator), the landowner or resident believes such error still exists, such person may file a written notice with the City Clerk of the City appealing the amount of the Special Tax levied on such Assessor's Parcel. Upon the receipt of any such notice, the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of CFD-08-I a special three-member Review/Appeal Committee. The Review/Appeal Committee may establish such procedures, as it deems necessary to undertake the review of any such appeal. The Review/Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any landowner or resident appeals, as herein specified. The decision of the Review/Appeal Committee shall be final and binding as to all persons. G. MANNER OF COLLECTION The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD-08-I, may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor's Parcels of Taxable Property that are delinquent in the payment of Special Taxes. Page 752 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-42 Tenders of Bonds may be accepted for payment of Special Taxes upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. H. PREPAYMENT OF SPECIAL TAX The following definition applies to this Section H: “CFD Public Facilities” means those public facilities authorized to be financed by CFD-08-I. “CFD Public Facilities Costs” means either $20 million, or such lower number as shall be determined either by (a) the CFD Administrator as sufficient to finance the CFD Public Facilities, or (b) the Council concurrently with a covenant that it will not issue any more Bonds to be secured by Special Taxes levied under this Amended Rate and Method of Apportionment. “Construction Fund” means an account specifically identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct the CFD Public Facilities. “Future Facilities Costs” means the CFD Public Facilities Costs minus that (a) portion of the CFD Public Facilities Costs previously funded (i) from the proceeds of all previously issued Bonds, (ii) from interest earnings on the Construction Fund actually earned prior to the date of prepayment and (iii) directly from Special Tax revenues and (b) the amount of the proceeds of all previously issued Bonds then on deposit in the Construction Fund. “Outstanding Bonds” means all previously issued Bonds which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Annual Special Taxes. 1. Prepayment in Full The Maximum Annual Special Tax obligation may only be prepaid and permanently satisfied for an Assessor’s Parcel of Developed Property, Undeveloped Property for which a building permit has been issued, or Provisional Undeveloped Property. The Maximum Annual Special Tax obligation applicable to such Assessor’s Parcel may be fully prepaid and the obligation of such Assessor’s Parcel to pay the Special Tax permanently satisfied as described herein; provided, however that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Annual Special Tax obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor’s Parcel. The CFD Administrator may charge a reasonable fee for providing this figure, which can be collected prior to preparing such calculation. [Remainder of Page Intentionally Left Blank] Page 753 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-43 The prepayment amount shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Future Facilities Amount plus Defeasance Amount plus Prepayment Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Step No.: 1. For Developed Property, compute the Maximum Annual Special Tax for the Assessor’s Parcel to be prepaid. For Undeveloped Property for which a building permit has been issued to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit, issued for that Assessor’s Parcel. For Provisional Undeveloped Property to be prepaid, compute the Maximum Annual Special Tax for such Assessor’s Parcel using the Maximum Annual Special Tax for Undeveloped Property. 2. Divide the Maximum Annual Special Tax computed pursuant to step 1 by the sum of the total expected Maximum Annual Special Tax revenues which may be levied within CFD- 08-I excluding any Assessor’s Parcels for which the Maximum Annual Special Tax obligation has been previously prepaid. 3. Multiply the quotient computed pursuant to step 2 by the principal amount of the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”). 4. Multiply the Bond Redemption Amount computed pursuant to step 3 by the applicable redemption premium on the next possible Bond call date, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”). 5. If all the Bonds authorized to be issued for CFD-08-I have not been issued, compute the Future Facilities Costs. 6. Multiply the quotient computed pursuant to step 2 by the amount if any, determined pursuant to step 5 to compute the amount of Future Facilities Costs to be allocated to such Assessor’s Parcel (the "Future Facilities Amount"). 7. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds. 8. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel. 9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year, which have not yet been paid. Page 754 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-44 10. Determine the fees and expenses of CFD-08-I, including but not limited to, the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds from the proceeds of such prepayment, and the cost of recording any notices to evidence the prepayment and the redemption (the “Prepayment Fees and Expenses”) 11. Compute the amount the CFD Administrator reasonably expects to derive from the reinvestment of the prepayment amount less the Prepayment Fees and Expenses, as determined pursuant to step 10, from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment. 12. Add the amounts computed pursuant to steps 7 and 9 and subtract the amount computed pursuant to step 11 (the “Defeasance Amount”). 13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 14. If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to step 2 by the expected balance in the capitalized interest fund after such first interest payment (the “Capitalized Interest Credit”). 15. The Maximum Annual Special Tax prepayment is equal to the sum of the amounts computed pursuant to steps 3, 4, 6, 10, and 12, less the amounts computed pursuant to steps 13 and 14 (the “Prepayment Amount”). 16. From the Prepayment Amount, the amounts computed pursuant to steps 3, 4, 12, 13, and 14 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to step 10 shall be retained by CFD-08-I. The amount computed pursuant to step 6 shall be deposited in the Construction Fund. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Bonds or to make debt service payments. As a result of the payment of the current Fiscal Year’s Special Tax levy as determined under step 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor’s Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Taxes and the release of the Special Tax lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay the Special Tax shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Annual Special Taxes that may be levied on Taxable Property within CFD-08-I, both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service Page 755 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-45 on all Outstanding Bonds. 2. Prepayment in Part The Maximum Annual Special Tax on an Assessor’s Parcel of Developed Property or an Assessor’s Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section H.1, except that a partial prepayment shall be calculated according to the following formula: PP = (PE x F) + A These terms have the following meaning: PP = the partial prepayment PE = the Prepayment Amount calculated according to Section H.1, minus Prepayment Fees and Expenses determined pursuant to step 10. F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Annual Special Tax. A= the Prepayment Fees and Expenses determined pursuant to step 10. The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Annual Special Tax shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Annual Special Tax, (ii) the percentage by which the Maximum Annual Special Tax shall be prepaid, and (iii) the company or agency that will be acting as the escrow agent, if applicable. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Maximum Annual Special Tax for an Assessor’s Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the City shall (i) distribute the funds remitted to it according to step 16 of Section H.1, and (ii) indicate in the records of CFD-08-I that there has been a partial prepayment of the Maximum Annual Special Tax and that a portion of the Maximum Annual Special Tax equal to the outstanding percentage (1.00 - F) of the remaining Maximum Annual Special Tax shall continue to be authorized to be levied on such Assessor’s Parcel pursuant to Section D. I. TERM OF MAXIMUM ANNUAL SPECIAL TAX The Maximum Annual Special Tax shall be levied commencing in Fiscal Year 2003-2004 to the extent necessary to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than the 2039- 2040 Fiscal Year. [Remainder of Page Intentionally Left Blank] Page 756 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-46 RATE AND METHOD OF APPORTIONMENT FOR CITY OF CHULA VISTA COMMUNITY FACILITIES DISTRICT NO. 2001-2 (McMillin Otay Ranch Village Six) A Special Tax as hereinafter defined shall be levied on each Assessor’s Parcel of Taxable Property within the City of Chula Vista Community Facilities District No. 2001-2 (“CFD No. 2001-2”) and collected each Fiscal Year commencing in Fiscal Year 2002-2003 in an amount determined by the City Council through the application of the appropriate Special Tax for “Developed Property,” and “Undeveloped Property as described below. All of the Taxable Property in CFD No. 2001-2, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meaning: “Acre or Acreage” means the 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, parcel map, condominium plan, record of survey, or other recorded document creating or describing the parcel. If the preceding maps for a land area are not available, the Acreage of such land area shall be determined by the City Engineer. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Expenses” means the actual or reasonably estimated costs directly related to the administration of CFD No. 2001-2 including, but not limited to, the following: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City, or otherwise); the costs of remitting the Special Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2001-2 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2001-2 or any designee thereof of providing continuing disclosure; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2001-2 or any designee thereof related to any appeal of the levy or application of the Special Tax; and the costs associated with the release of funds from an escrow account, if any. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2001-2 for any other administrative purposes of CFD No. 2001- 2, including, but not limited to attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. “Assessor’s Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor of the County designating parcels by Assessor’s Parcel number. “Assigned Special Tax” means the Special Tax for each Land Use Category of Developed Property as determined in accordance with the provision of Section C.1.a. below. “Available Funds” means the balance in the reserve fund established pursuant to the terms Page 757 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-47 of the Indenture in excess of the reserve requirement as defined in such Indenture, delinquent Special Tax payments not required to fund the Special Tax Requirement for any preceding Fiscal Year, the Special Tax prepayments collected to pay interest on Bonds, and other sources of funds available as a credit to the Special Tax Requirement as specified in such Indenture. “Backup Special Tax” means the Special Tax determined in accordance with the provisions of Section C.1.b below. “Bonds” means any bonds or other debt (as defined in the Act), whether in one or more series, issued by CFD No. 2001-2 under the Act. “Bond Year” means a one-year period beginning on September 2nd in each year and ending on September 1st in the following year. Unless defined differently in the applicable Indenture. “CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement and providing for the levy and collection of the Special Taxes. “CFD No. 2001-2” means City of Chula Vista, Community Facilities District No. 2001-2 (McMillin Otay Ranch Village Six). “City” means the City of Chula Vista. “Community Purpose Facility Property” means all Assessor’s Parcels which are classified as community purpose facilities and meet the requirements of City of Chula Vista Ordinance No. 2452. “Council” means the City Council of the City, acting as the legislative body of CFD No. 2001-2. “County” means the County of San Diego. “Developed Property” means, for each Fiscal Year, all Taxable Property for which a building permit for new construction was issued prior to March 1 of the prior Fiscal Year. “Final Subdivision Map” means a subdivision of property created by recordation of a final map, parcel map, or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 1352 that creates individual lots for which residential building permits may be issued without further subdivision of such property. “Fiscal Year” means the period starting July 1 and ending on the following June 30. “Indenture” means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. “Land Use Class” means any of the classes listed in Tables 1 and 2 of Section C. “Lot(s)” means an individual legal lot created by a Final Subdivision Map for which a building permit for residential construction has been or could be issued. “Master Developer” means the owner of the predominant amount of Undeveloped Page 758 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-48 Property in CFD No. 2001-2. “Maximum Annual Special Tax” means the maximum annual Special Tax, determined in accordance with the provisions of Section C below, which may be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Non-Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more non-residential structures, excluding Community Purpose Facility Property. “Occupied Residential Property” means all Assessors’ Parcels of Residential Property for which title is owned by an end user (homeowner). “Outstanding Bonds” means all Bonds which remain outstanding as defined in the Indenture. “Property Owner Association Property” means any property within the boundaries of CFD No. 2001-2 owned by or dedicated to a property owner association, including any master or sub- association. “Proportionately” means for Developed Property that the ratio of the actual Special Tax levy to the Assigned Annual Special Tax or Backup Special Tax is equal for all Assessor’s Parcels of Developed Property within CFD No. 2001-2. For Undeveloped Property “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Annual Special Tax per Acre is equal for all Assessor’s Parcels of Undeveloped Property within CFD No. 2001-2. “Public Property” means any property within the boundaries of CFD No. 2001-2 that is owned by or dedicated to the federal government, the State of California, the County, the City or any other public agency. “Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units. “Residential Floor Area” means all of the square footage of living area within the perimeter of a residential structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be made by the CFD Administrator by reference to appropriate records kept by the City’s Building Department. Residential Floor Area for a residential structure will be based on the building permit(s) issued for such structure prior to it being classified as Occupied Residential Property, and shall not change as a result of additions or modifications made to such structure after such classification as Occupied Residential Property. “Special Tax” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement. “Special Tax Requirement” means that amount required in any Fiscal Year for CFD No. 2001-2 to: (i) pay debt service on all Outstanding Bonds (as defined in Section A) due in the Bond Year beginning in such Fiscal Year; (ii) pay other periodic costs on Outstanding Bonds, including but not limited to, credit enhancement and rebate payments on Outstanding Bonds; (iii) pay Administrative Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds in accordance with the Indenture; (v) pay directly for acquisition and/or construction of public improvements which are authorized to be financed by CFD No. 2001- 2 provided that inclusion of such amount does not cause an increase in the levy of Special Taxes Page 759 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-49 on Undeveloped Property; and (vi) less a credit for Available Funds. “State” means the State of California. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of CFD No. 2001-2 which are not exempt from the Special Tax pursuant to law or Section E below. “Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. “Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property. B. ASSIGNMENT TO LAND USE CATEGORIES Each Fiscal Year, all Assessor Parcels within CFD No. 2001-2 shall be classified as Taxable Property or Exempt Property. All Taxable Property shall then be classified as Developed Property or Undeveloped Property, and shall be subject to the levy of annual Special Taxes determined pursuant to Sections C and D below. Furthermore, all Developed Property shall then be classified as Residential Property or Non-Residential Property. C. MAXIMUM ANNUAL SPECIAL TAX RATE 1. Developed Property The Maximum Annual Special Tax for each Assessor’s Parcel of Residential Property or Non-Residential Property shall be the greater of (1) the Assigned Special Tax described in Table 1 below or (2) the amount derived by application of the Backup Special Tax. a. Assigned Special Tax The Assigned Special Tax for each Assessor’s Parcel classified as Developed Property shall be the amount shown in Table 1 below: TABLE 1 Assigned Special Tax for Developed Property Land Use Class Description Maximum Annual Special Tax 1 Residential Property $440 per unit plus $.34 per square foot of Residential Floor Area 2 Non-Residential Property $11,365 per Acre b. Backup Special Tax When a Final Subdivision Map is recorded within CFD No. 2001-2, the Backup Special Tax for Assessor’s Parcels of Developed Property classified as Residential Property or Non-Residential Property shall be determined as follows: Page 760 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-50 For each Assessor’s Parcel of Developed Property classified as Residential Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Residential Property within the Final Subdivision Map area, the Backup Special Tax shall be the rate per Lot calculated according to the following formula: $11,365 x A B = L The terms above have the following meanings: B = Backup Special Tax per Lot in each Fiscal Year. A = Acreage classified or to be classified as Residential Property in such Final Subdivision Map. L = Lots in the Final Subdivision Map which are classified or to be classified as Residential Property. For each Assessor’s Parcel of Developed Property classified as Non-Residential Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Non- Residential Property within the Final Subdivision Map area, the Backup Special Tax shall be determined by multiplying $11,365 by the total Acreage of both the Non-Residential Property and Undeveloped Property to be classified as Non-Residential Property within the Final Subdivision Map area. Notwithstanding the foregoing, if Assessor’s Parcels of Residential Property, Non- Residential Property or Undeveloped Property for which the Backup Special Tax has been determined are subsequently changed or modified by recordation of a new or amended Final Subdivision Map (by an applicable final map, parcel map, condominium plan, record of survey, or other recorded document creating the parcels) then the Backup Special Tax applicable to such Assessor’s Parcels shall be recalculated to equal the amount of Backup Special Tax that would have been generated if such change or modification did not take place. 2. Undeveloped Property The Maximum Annual Special Tax for each Assessor’s Parcel classified, as Undeveloped Property shall be the amount shown in Table 2 below: TABLE 2 Maximum Annual Special Tax for Undeveloped Property Land Use Class Description Maximum Annual Special Tax 3 Undeveloped Property $11,365 per Acre D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing with Fiscal Year 2002-2003 and for each following Fiscal Year, the Council shall determine the Special Tax Requirement and shall levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows: Page 761 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-51 First: The Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property at a rate up to 100% of the applicable Assigned Special Tax to satisfy the Special Tax Requirement. Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property, excluding any Assessor’s Parcels classified as Undeveloped Property pursuant to paragraphs 2 and 3 in Section E, at up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Third: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax to be levied on each Assessor’s Parcel whose Maximum Annual Special Tax is derived by the application of the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to the Maximum Annual Special Tax for each such Assessor’s Parcel. Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax shall be levied Proportionately on each Assessor’s Parcel classified as Undeveloped Property pursuant to paragraphs 2 and 3 in Section E at up to 100% of the Maximum Annual Special Tax for Undeveloped Property. Notwithstanding the above, under no circumstances will the Special Tax levied against any Assessor’s Parcel of Occupied Residential Property be increased by more than ten percent per year as a consequence of delinquency or default in the payment of Special Taxes by the owner of any other Taxable Property. E. EXEMPTIONS 1. The CFD Administrator shall classify up to 53 Acres within Assessor Parcel number 643- 052-05 and any future subdivisions therein as property exempt from the Special Taxes provided that all or a portion of the property is planned for or is being developed or used for Community Purpose Facility Property and school land uses approved by the City pursuant to the Tentative Map approved for McMillin Otay Ranch, Village Six on February 26, 2002. It is possible that land use entitlements (such as parcel map, final map or any other such division of land) may be approved prior to January 1st of any Fiscal Year for all or any portion of such area(s) which would authorize the development or use of such area(s) for purposes not exempt from the levy of the Special Tax pursuant to this Section E. The adjusted area(s) shall then be classified as Taxable Property in the next Fiscal Year as Developed Property or Undeveloped property in Step 2 of Section D, as applicable. 2. The CFD Administrator shall also classify the following Assessor Parcel(s) as exempt property: (i) Public Property, (ii) Property Owner Association Property, (iii) all Assessor’s Parcels defined as Community Purpose Facility Property which are in addition to the property described in paragraph 1 above, and (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; provided, however, that no such classification shall reduce the sum of all Taxable Property to less than 75.48 Acres. Notwithstanding the preceding sentence, the CFD Administrator shall not classify an Assessor’s Parcel described in this paragraph as exempt property if such classification would reduce the sum of all Taxable Property to less than 75.48 Acres. Assessor’s Parcels which cannot be classified as exempt property because such classification would reduce the Acreage of all Taxable Property to less than 75.48 Acres will be classified as Undeveloped Property and shall be taxed as such. Tax-exempt status for purposes of this paragraph will be assigned by the CFD Administrator in the Page 762 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-52 chronological order in which property becomes exempt property. 3. The Maximum Annual Special Tax obligation for any property which would be classified as Public Property upon its transfer or dedication to a public agency but which cannot be classified as exempt property as described in paragraph 2 of Section E shall be prepaid in full by the seller pursuant to Section H.1, prior to the transfer/dedication of such property to such public agency. Until the Maximum Annual Tax obligation for any such Public Property is prepaid, the property shall continue to be subject to the levy of the Special Tax as Undeveloped Property. F. REVIEW/APPEAL COMMITTEE Any landowner or resident who pays the Special Tax and feels that the amount of the Special Tax levied on their Assessor’s Parcel is in error shall first consult with the CFD Administrator regarding such error. If following such consultation, the CFD Administrator determines that an error has occurred, the CFD Administrator may amend the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action, if any by the CFD Administrator, the landowner or resident believes such error still exits, such person may file a written notice with the City Clerk of the City appealing the amount of the Special Tax levied on such Assessor’s Parcel. Upon the receipt of any such notice, the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of CFD No. 2001-2, a special three-member Review/Appeal Committee. The Review/Appeal Committee may establish such procedures, as it deems necessary to undertake the review of any such appeal. The Review/Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any landowner or resident appeals, as herein specified. The decision of the Review/Appeal Committee shall be final and binding as to all persons. G. MANNER OF COLLECTION The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD No. 2001-2 may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor’s Parcels of Taxable Property that are delinquent in the payment of Special Taxes. Tenders of Bonds may be accepted for payment of Special Taxes upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case-by-case basis as specifically approved by the Council. H. PREPAYMENT OF SPECIAL TAX The following definition applies to this Section H: “Outstanding Bonds” means all previously issued Bonds which will remain outstanding after the first interest and/or principal payment date following the current Bond Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Annual Special Taxes. 1. Prepayment in Full The Maximum Annual Special Tax obligation may only be prepaid and permanently satisfied by an Assessor’s Parcel of Developed Property, Undeveloped Property for which a Page 763 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-53 building permit has been issued, or Public Property. The Maximum Annual Special Tax obligation applicable to such Assessor’s Parcel may be fully prepaid and the obligation of the Assessor’s Parcel to pay the Special Tax permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Maximum Annual Special Tax obligation shall provide the CFD Administrator with written notice of intent to prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the prepayment amount of such Assessor’s Parcel. The CFD Administrator may charge a reasonable fee for providing this figure. The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below): Bond Redemption Amount plus Redemption Premium plus Defeasance Amount plus Administrative Fees and Expenses less Reserve Fund Credit less Capitalized Interest Credit Total: equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows: Paragraph No.: 1. For Assessor’s Parcels of Developed Property, compute the Maximum Annual Special Tax for the Assessor’s Parcel to be prepaid. For Assessor’s Parcels of Undeveloped Property for which a building permit has been issued to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permit which has already been issued for that Assessor’s Parcel. For Assessor’s Parcels of Public Property to be prepaid, compute the Maximum Annual Special Tax for that Assessor’s Parcel using the Maximum Annual Special Tax for Undeveloped Property. 2. Divide the Maximum Annual Special Tax computed pursuant to paragraph 1 by the sum of the total expected Maximum Annual Special Tax revenue excluding any Assessor’s Parcels which have been prepaid. 3. Multiply the quotient computed pursuant to paragraph 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”). 4. Multiply the Bond Redemption Amount computed pursuant to paragraph 3 by the applicable redemption premium on the next possible Bond call date, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”). 5. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds. 6. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel. 7. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year which have not yet been paid. 8. Compute the amount the CFD Administrator reasonably expects to derive from the reinvestment Page 764 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-54 of the Prepayment Amount (less the Administrative Fees and Expenses) from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment. 9. Add the amounts computed pursuant to paragraphs 5 and 7 and subtract the amount computed pursuant to paragraph 8 (the “Defeasance Amount”). 10. Verify the administrative fees and expenses of CFD No. 2001-2, including the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”). 11. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. 12. If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to paragraph 2 by the expected balance in the capitalized interest fund after such first interest and/or principal payment (the “Capitalized Interest Credit”). 13. The Maximum Annual Special Tax prepayment is equal to the sum of the amounts computed pursuant to paragraphs 3, 4, 9, and 10, less the amounts computed pursuant to paragraphs 11 and 12 (the “Prepayment Amount”). 14. From the Prepayment Amount, the amounts computed pursuant to paragraphs 3, 4, 9, 11, and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to paragraph 10 shall be retained by CFD No. 2001-2. The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of bonds or to make debt service payments. As a result of the payment of the current Fiscal Year’s Special Tax levy as determined under paragraph 7 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for such Assessor’s Parcel from the County tax rolls. With respect to any Assessor’s Parcel that is prepaid, the Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Taxes and the release of the Special Tax lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay the Special Tax shall cease. Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Annual Special Taxes that may be levied on Taxable Property within CFD No. 2001-2 both prior to and after the proposed prepayment is at least 1.1 times the maximum annual debt service on all Outstanding Bonds. Tenders of Bonds in prepayment of Maximum Annual Special Taxes may be accepted upon the terms and conditions established by the Council pursuant to the Act. However, the use of Bond tenders Page 765 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-55 shall only be allowed on a case-by-case basis as specifically approved by the Council. 2. Prepayment in Part The Maximum Annual Special Tax on an Assessor’s Parcel of Developed Property or an Assessor’s Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid. The amount of the prepayment shall be calculated as in Section H.1; except that a partial prepayment shall be calculated according to the following formula: PP = (PE x F) + A These terms have the following meaning: PP = the partial prepayment PE = the Prepayment Amount calculated according to Section H.1, minus Administrative Expenses and Fees pursuant to Step 10. F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Annual Special Tax. A = the Administrative Expenses and Fees pursuant to Step 10. The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Annual Special Tax shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Annual Special Tax, (ii) the percentage by which the Maximum Annual Special Tax shall be prepaid, and (iii) company or agency that will be acting as the escrow agent, if applicable. The CFD Administrator shall provide the owner with a statement of the amount required for the partial prepayment of the Maximum Annual Special Tax for an Assessor’s Parcel within 30 days of the request and may charge a reasonable fee for providing this service. With respect to any Assessor’s Parcel that is partially prepaid, the City shall (i) distribute the funds remitted to it according to Paragraph 14 of Section H.1, and (ii) indicate in the records of CFD No. 2001-2 that there has been a partial prepayment of the Maximum Annual Special Tax and that a portion of the Maximum Annual Special Tax equal to the outstanding percentage (1.00 - F) of the remaining Maximum Annual Special Tax shall continue to be authorized to be levied on such Assessor’s Parcel pursuant to Section D. I. TERM OF MAXIMUM ANNUAL SPECIAL TAX The Maximum Annual Special Tax shall be levied commencing in Fiscal Year 2003-2004 to the extent necessary to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than the 2037-2038 Fiscal Year. [Remainder of Page Intentionally Left Blank] Page 766 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda E-1 APPENDIX E FORM OF OPINION OF BOND COUNSEL [Closing Date] Chula Vista Municipal Financing Authority Chula Vista, California Re: $__________ Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 Ladies and Gentlemen: We have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the Chula Vista Municipal Financing Authority (the “Authority”) taken in connection with the issuance by the Authority of its Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”) and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon certain representations and certifications of fact made by the Authority, the City, the Community Facilities Districts, the initial purchaser of the Bonds and others and opinions of counsel to the Authority and the Community Facilities Districts. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The Bonds have been issued pursuant to the Marks Roos Local Bond Pooling Act of 1985, as amended (Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code) (the “Act”), that certain Indenture of Trust dated as of March 1, 2024 (the “Indenture”), by and between the Authority and Wilmington Trust, National Association, as Trustee, and an authorizing resolution adopted by the Board of Directors of the Authority (the “Board”) on February 20, 2024 (the “Resolution”). Capitalized terms not defined herein shall have the meanings set forth in the Indenture. We have assumed the genuineness of all documents and signatures presented to us, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions referred to in the preceding paragraphs of this opinion. Furthermore, we have assumed compliance with all covenants and agreements contained in the Bonds and the Indenture. We express no opinion herein with respect to any indemnification, contribution, choice of law, choice of forum, penalty or waiver provisions contained in the Bonds and the Indenture. We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles and the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against public agencies in the State of California. Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that: Page 767 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda E-2 (1) The Bonds have been duly and validly authorized by the Authority and are legal, valid and binding limited obligations of the Authority, enforceable in accordance with their terms and the terms of the Indenture. (2) The Indenture has been duly executed and delivered by the Authority. The Indenture creates a valid pledge of the Revenues to secure the Bonds and the amounts on deposit in certain funds and accounts established under the Indenture to secure the Bonds, as and to the extent provided in the Indenture. The Indenture constitutes the valid and binding agreement of the Authority and is enforceable in accordance with its terms. (3) Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals; however, for tax years beginning after December 31, 2022, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed on such corporations. The foregoing opinion is subject to the condition that the Authority, the City and the Community Facilities Districts comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Authority, the City and the Community Facilities Districts have covenanted to comply with all such requirements. (4) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bond Owner will increase the Bond Owner’s basis in the applicable Bond. (5) The amount by which a Bond Owner’s original basis for determining loss on sale or exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner’s basis in the applicable Bond (and the amount of tax- exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Owner. (6) Interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. Except as set forth in paragraphs (3) through (6) above, we express no opinion as to any tax consequences related to the Bonds. Other provisions of the Code may give rise to adverse federal income tax consequences to particular Bond Owners. The scope of this opinion is limited to matters addressed above and no opinion is expressed hereby regarding other federal tax consequences that may arise due to ownership of the Bonds. Certain requirements and procedures contained or referred to in the Indenture, the Tax Certificate and the Local Obligation Bond Indentures may be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the Page 768 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda E-3 approving opinion of counsel nationally recognized in the area of tax-exempt obligations. We express no opinion herein as to the effect on the exclusion from gross income for federal income tax purposes of interest on any Bond if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth LLP. Our opinion is limited to matters governed by the laws of the State of California and federal income tax law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. By delivering this opinion, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set- off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the Bonds or the Indenture, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on any assets thereunder. The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Our engagement as Bond Counsel terminates upon the issuance of the Bonds and we have not undertaken to determine, or to inform any person, whether any such actions or events are taken (or not taken) or do occur (or do not occur). We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the Bonds or other offering material relating to the Bonds and expressly disclaim any duty to advise the Owner of the Bonds with respect to matters contained in the Official Statement. Respectfully submitted, Page 769 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-1 APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (“Disclosure Agreement”), dated as of March 1, 2024, is executed and delivered by the CHULA VISTA MUNICIPAL FINANCING AUTHORITY (the “Issuer”), and SPICER CONSULTING GROUP, LLC, as Dissemination Agent (the “Dissemination Agent”) in connection with the issuance of $____________ aggregate principal amount of the Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”) dated as of March 1, 2024 between the Issuer and Wilmington Trust, National Association (the “Trustee”). The proceeds of the Bonds will be used to acquire the Local Obligations (as defined below) and refund certain outstanding bonds of the Districts (as defined below), to fund the reserve fund securing the Bonds and to pay costs of issuance of the Bonds. The Issuer and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission. Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Section 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income purposes. “City” shall mean the City of Chula Vista, California. “Disclosure Representative” shall mean the Executive Director of the Issuer, or his or her designee, or such other officer or employee as the Issuer shall designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” shall mean Spicer Consulting Group, LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee and the Issuer a written acceptance of such designation. “Districts” shall mean City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap), City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) and City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six). “EMMA” shall mean the Electronic Municipal Market Access system of the MSRB. Page 770 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-2 “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board and any successor entity designated under the Rule as the repository for filings made pursuant to the Rule. “Official Statement” means the Official Statement for the Bonds dated ________, 2024. “Participating Underwriter” shall mean Raymond James & Associates, Inc.. “Owners” shall mean the registered owners of the Bonds as set forth in the registration books maintained by the Trustee. “Repository” shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Taxing Jurisdictions” shall mean, collectively, the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A, the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B, the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), the City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) and the City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six). Section 3. Provision of Annual Reports. (a) The Issuer shall, or upon written direction shall cause the Dissemination Agent to, not later than January 31 after the end of the Issuer’s Fiscal Year (currently June 30) commencing with the report due by January 31, 2025, provide to the Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer and the City, if any exist, may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the fiscal year of the Issuer or the City changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5(d). The Issuer shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Issuer and shall have no duty or obligation to review such Annual Report. (b) Not later than (15) business days prior to the date specified in subsection (a) for providing the Annual Report to the Repository, the Issuer shall provide the Annual Report to the Dissemination Agent. If by fifteen (15) business days prior to such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer to inquire if the Issuer is in compliance with subsection (a). Page 771 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-3 (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repository by the date required in subsection (a), the Dissemination Agent shall send a notice in a timely manner to the Repository, in the form required by the Repository. If the Issuer is the Dissemination Agent and the Issuer is unable to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice in a timely manner to the Repository, in the form required by the Repository. (d) The Dissemination Agent shall: (i) determine each year prior to date for providing the Annual Report the name and address of the Repository if other than the MSRB; and (ii) file a report with the Issuer certifying that the Annual Report has been sent to the Repository and the date it was provided. (e) Notwithstanding any other provision of this Disclosure Agreement, all filings shall be made in accordance with the MSRB’s EMMA system or in another manner approved under the Rule. Section 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or include by reference the following: (a) Financial Statements. The audited financial statements of the Issuer and the City for the prior fiscal year, if any have been prepared and which, if prepared, shall be prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board; provided, however, that the Issuer and the City may, from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the Issuer or the City shall modify the basis upon which its financial statements are prepared, the Issuer or the City, as applicable, shall provide the information referenced in Section 8 below. If the Issuer or the City are preparing audited financial statements and such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the audited financial statements may be submitted separately from the balance of the Annual Report and later than the date required for the filing of the Annual Report. (b) Financial and Operating Data. The Annual Report shall contain or incorporate by reference the following: (i) the principal amount of Bonds outstanding as of the September 2 preceding the filing of the Annual Report; (ii) the balance in each fund under the Indenture and the Reserve Requirement as of the September 2 preceding the filing of the Annual Report; (iii) any changes to the Rates and Methods of Apportionment of the Special Taxes approved or submitted to the qualified electors for approval prior to the filing of the Annual Report; (iv) an update of the information set forth in Table 3 in the Official Statement; provided, however, that such update need not include overlapping special tax, assessment or general obligation indebtedness; Page 772 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-4 (v) an update by Taxing Jurisdiction similar to Table A-2 in the Official Statement of the total Special Taxes levied and collected in the most recent prior fiscal year, and the total Special Taxes that remain unpaid for the prior fiscal year in which Special Taxes were levied and the number of delinquent parcels in each Taxing Jurisdiction; (vi) an update by Taxing Jurisdiction similar to Table A-1 in the Official Statement showing the Special Tax levy for the then current fiscal year; (vii) a statement regarding the amount of Special Tax prepayments, if any, in the Fiscal Year for which the Annual Report is being prepared; (viii) a statement as to whether any of the Taxing Jurisdictions is participating in the County’s Teeter Program and whether the City has entered into an agreement to sell delinquent installments of Special Taxes of any of the Taxing Jurisdictions to a third party and if so, in either case, identifying which of the Taxing Jurisdictions are included; (ix) the status of any foreclosure actions being pursued by the Districts with respect to delinquent Special Taxes; and (x) any information not already included under (i) through (ix) above that the Districts are required to file in the annual report to the California Debt and Investment Advisory Commission pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause the Dissemination Agent to give, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten (10) business days after the event: 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 or of a Notice of Proposed Issue (IRS Form 5701-TEB); 6. tender offers; Page 773 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-5 7. defeasances; 8. ratings changes; and 9. bankruptcy, insolvency, receivership or similar proceedings. Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person 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 obligated person, 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 the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 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) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. unless described in paragraph 5(a)(5) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material 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 pursuant to its terms; 3. appointment of a successor or additional trustee or the change of the name of a trustee; 4. nonpayment related defaults; 5. modifications to the rights of Owners of the Bonds; 6. notices of redemption; 7. release, substitution or sale of property securing repayment of the Bonds; and 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 Page 774 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-6 a financial obligation of the obligated person, any of which reflect financial difficulties. (c) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event under Section 5(b) above, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the Issuer determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the Issuer shall file a notice of such occurrence with the Repository in a timely manner not more than 10 business days after the event. (e) The Issuer hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the Issuer and that the Dissemination Agent shall not be responsible for determining whether the Issuer’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. (f) For purposes of the events identified in subparagraphs (a)(10) and (b)(8) under this Section 5, the term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. Section 6. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 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 Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be Spicer Consulting Group, LLC. The Dissemination Agent may resign by providing thirty (30) days written notice to the Issuer and the Trustee. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver related to the provisions of Sections 3(a), 4, or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking hereunder, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule Page 775 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-7 at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment is related to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the formed accounting principles. Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Trustee at the written direction of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, or any Owner 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 Issuer to comply with its obligations under this Disclosure Agreement, but only to the extent funds have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges of the Trustee whatsoever, including, without limitation, fees and expenses of its attorney. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent and 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 costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Page 776 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda F-8 Section 12. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: Issuer: Chula Vista Municipal Financing Authority 276 Fourth Avenue Chula Vista, CA 91910 Attention: Executive Director Dissemination Agent: Spicer Consulting Group, LLC 41880 Kalmia Street, Suite 145 Murrieta, CA 92562 Attention: Shane Spicer Participating Underwriter: Raymond James & Associates, Inc. 39 East Union Street Pasadena, CA 91103 Attention: Public Finance Any person may, by written notice to the other persons listed above, designate a different address to which subsequent notice or communications should be sent. Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: Its: Executive Director SPICER CONSULTING GROUP, LLC, as Dissemination Agent By: Its: Authorized Officer Page 777 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda G-1 APPENDIX G THE BOOK-ENTRY SYSTEM The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest 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. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding 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 Page 778 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda G-2 Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on such Internet site is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities 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 Securities 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 Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities 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. 5. 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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities 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. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds and distributions on the Securities 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 Issuer or Agent, 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 Page 779 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda G-3 registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, 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 Issuer or Agent, 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. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. Page 780 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 4894-3250-9082v3/024036-0097 ESCROW AGREEMENT by and between CHULA VISTA MUNICIPAL FINANCING AUTHORITY and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent Dated as of March 1, 2024 Relating to CHULA VISTA MUNICIPAL FINANCING AUTHORITY SPECIAL TAX REVENUE REFUNDING BONDS. SERIES 2013 Page 781 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4894-3250-9082v3/024036-0097 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of March 1, 2024 (this “Agreement”), is by and between the Chula Vista Municipal Financing Authority (the “Authority”) and Wilmington Trust, National Association, acting in its capacity as escrow agent (the “Escrow Agent”) pursuant to this Escrow Agreement; W I T N E S S E T H: WHEREAS, the Authority has previously issued its Special Tax Revenue Refunding Bonds, Series 2013 as shown on Schedule A attached hereto (the “Refunded Bonds”) pursuant to the terms of that certain Indenture of Trust dated as of August 1, 2013 (the “Prior Indenture”) by and between the Authority and Wilmington Trust, National Association, as successor trustee; and WHEREAS, the Authority has determined to issue its Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”), in the aggregate principal amount of $________ pursuant to the Indenture of Trust, dated as of March 1, 2024 (the “Indenture”), for the purpose, in part, of providing moneys for the purchase of certain securities and investments consisting of direct noncallable obligations of the United States of America as listed on Schedule B attached hereto and made a part hereof (the “Investment Securities”), in an amount which, together with income to accrue on such securities and monies on deposit in the Escrow Fund (defined below), will be sufficient to redeem the Refunded Bonds on _________, 2024, at a redemption price equal to the principal amount thereof, together with interest accrued thereon to the date of redemption, without premium; and; NOW, THEREFORE, the Authority and the Escrow Agent hereby agree as follows: SECTION 1. Deposit of Moneys. (a) The Authority hereby deposits with the Escrow Agent $__________ of proceeds of the Bonds, plus $_________ from amounts held under the Prior Indenture and $_______ from funds transferred by the Community Facilities Districts (as defined in the Indenture), to be held in irrevocable escrow by the Escrow Agent separate and apart from other funds of the Authority and the Escrow Agent, in a fund hereby created and established and to be known as the “Chula Vista Municipal Financing Authority Series 2013 Bonds Escrow Fund” to be maintained by the Escrow Agent (the “Escrow Fund”), and to be applied solely as provided in this Agreement. Such moneys in the Escrow Fund, will be sufficient to pay the redemption price of the Refunded Bonds, as shown in the Escrow Fund Cash Flow set forth in Schedule C hereto. All securities, investments and moneys in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of Section 2 hereof, to secure the payment of the Refunded Bonds. The Escrow Agent shall purchase Investment Securities as described in Schedule B at a cost of $___________ and shall retain $_____ uninvested in cash. (b) The Escrow Agent hereby acknowledges receipt of the written opinion of Robert Thomas CPA, LLC, independent certified public accountants, dated ________, 2024 relating to the defeasance and redemption of the Refunded Bonds (the “Verification Report”). SECTION 2. Use and Investment of Moneys. (a) The Authority and the Escrow Agent each shall take all remaining action, if any, necessary to have the Investment Securities issued and registered in the name of the Escrow Agent for Page 782 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4894-3250-9082v3/024036-0097 the account of the Escrow Fund. Except as otherwise provided in this Section, the Escrow Agent shall not reinvest any cash portion of the Escrow Fund and shall hold such cash portion uninvested. (b) Upon the written direction of the Authority, but subject to the conditions and limitations herein set forth, the Escrow Agent shall sell, transfer, request the redemption or otherwise dispose of some or all of the Investment Securities in the Escrow Fund and purchase with the proceeds derived from such sale, transfer, redemption or other disposition noncallable and non -prepayable obligations constituting direct obligations issued by the United States Treasury or obligations which are unconditionally guaranteed as to full and timely payment by the United States of America (the “Substitute Investment Securities”). Such sale, transfer, redemption or other disposition of Investment Securities and purchase of Substitute Investment Securities shall be effected by the Escrow Agent upon the written direction of the Authority, but only by a simultaneous transaction and only if (i) a nationally recognized firm of independent certified public accountants shall certify that (a) the Substitute Investment Securities, together with the Investment Securities which will continue to be held in the Escrow Fund, will mature in such principal amounts and earn interest in such amounts and, in e ach case, at such times so that sufficient moneys will be available from maturing principal and interest on such Investment Securities and Substitute Investment Securities held in the Escrow Fund, together with any uninvested moneys therein, to make all payments required by Section 3 hereof which have not previously been made, and (b) the amount and date of the anticipated payment by the Escrow Agent of the principal and interest on the Refunded Bonds will not be diminished or postponed thereby, (ii) the Escrow Agent shall receive an unqualified opinion of nationally recognized municipal bond attorneys addressed to the Escrow Agent and the Authority to the effect that the proposed sale, transfer, redemption or other disposition and substitution of Investment Securities will not adversely affect the exclusion of interest on the Bonds or the Refunded Bonds from gross income for federal income tax purposes; and (iii) there shall be obtained prior written consent of Build America Mutual Assurance Company. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice under this Agreement. (c) Upon the written direction of the Authority, but subject to the conditions and limitations herein set forth, the Escrow Agent will apply any moneys received from the maturing principal of or interest or other investment income on any Investment Securities and Substitute Investment Securities held in the Escrow Fund, or the proceeds from any sale, transfer, redemption or other disposition of Investment Securities pursuant to Section 2(b) not required for the purposes of said Section, as follows: to the extent such moneys will not be required at any time for the purpose of making a payment required by Section 3 hereof, as certified by a nationally recognized firm of independent certified public accountants, such moneys shall be transferred to the Authority upon the written direction of the Authority as received by the Escrow Agent, free and clear of any trust, lien, pledge or assignment securing the Refunded Bonds or otherwise existing hereunder or under the Indenture. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to re ceive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Escrow Agent hereunder. SECTION 3. Refunding of the Refunded Bonds. The Authority hereby requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees, to collect and deposit in Page 783 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4894-3250-9082v3/024036-0097 the Escrow Fund the principal of and interest on the Investment Securities and Substitute Investment Securities held for the account of the Escrow Fund promptly as such principal and interest become due, and to apply, subject to the provisions of Section 2 hereof, such principal and interest, together with any other moneys and the principal of and interest on any other securities deposited in the Escrow Fund, to the payment of the Refunded Bonds at the places and in the manner stipulated in the Refunded Bonds and in the Indenture. SECTION 4. Possible Deficiencies; Amounts in Excess of Required Cash Balance . (a) If at any time the Escrow Agent has actual knowledge that the moneys in the Escrow Fund, including the anticipated proceeds of the Investment Securities and any Su bstitute Investment Securities, will not be sufficient to make all payments required by Section 3 hereof, the Escrow Agent shall notify the Authority in writing as soon as is reasonably practicable, of such fact, the amount of such deficiency and the reaso n therefor solely to the extent actually known to it; provided, however, the Authority shall have no liability for any deficiency and shall not be required to provide funds to eliminate any such deficiency. (b) The Escrow Agent shall in no manner be responsible or liable for any deficiency in the Escrow Fund. SECTION 5. Performance of Duties. The Escrow Agent agrees to perform the duties set forth herein. SECTION 6. Indemnity. The Authority hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, directors, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable counsel fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the Authority or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds deposited therein and any payment, transfer or other application of moneys by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Authority shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective agents and employees or the breach by the Escrow Agent of the terms of this Agreement. In no event shall the Authority or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section 6. The indemnities contained in this Section 6 shall survive the termination of this Agreement. SECTION 7. Responsibilities of the Escrow Agent. The Escrow Agent undertakes to perform such duties and only such duties as are specifically and expressly set forth in this Agreement. These duties shall be deemed purely ministerial in nature, and the Escrow Agent shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been negligent in ascertaining the pertinent facts . The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, Page 784 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4894-3250-9082v3/024036-0097 contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the amounts in the Escrow Fund to accomplish the defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non- negligent error of the Escrow Agent made in good fa ith in the conduct of its duties. In no event shall the Escrow Agent be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the Authority and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the amounts in the Escrow Fund to accomplish the defeasance of the Refunded Bonds or to the validity of this Agreement as to the Authority and, except as otherwise provided herein, the Escrow Agent shal l incur no liability with respect thereto. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence , willful misconduct or default, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as a duty and, with respect to such permissive rights, the Escrow Agent shall not be answerable for other than its negligence or willful misconduct. The Escrow Agent may consult with counsel, who may or may not be counsel to the Authority, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Authority. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Funds, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. The Escrow Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, decree, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties, not only as to due execution, validity and effectiveness, but also as to the truth and accura cy of any information contained therein. The liability of the Escrow Agent to make the payments required by this Agreement shall be limited to the moneys in the Escrow Fund. No provision of this Agreement shall require the Escrow Agent to expend or risk it s own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Authority, pursuant to the provisions of this Agreement, unless such parties shall have offered to the Escrow Agent security or indemnity Page 785 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4894-3250-9082v3/024036-0097 (satisfactory to the Escrow Agent in its sole and absolute discretion) against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction . The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agre ement, instrument, or document other than this Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent. The Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or document other than this Agreement. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of t he Federal Reserve Bank wire or telex or other wire or communication facility. The Escrow Agent shall not be liable for any amount in excess of the value of the Escrow Fund. The Escrow Agent shall not be liable for the accuracy of any calculations provided herein. The Escrow Agent shall be entitled to request and receive written instructions from the Authority and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Escrow Agent in accordance with the written direction of Authority. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matte r relating to this Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, after sending written notice of the same to Authority, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the Escrow Fund or (b) receives a written instruction, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Escrow Agent, directing delivery of the Escrow Fund. The Escrow Agent will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Escrow Agent may file an interpleader action in a state or federal court, and upon the filing thereof, the Escrow Agent will be relieved of all liability as to the Escrow Fund and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The Authority shall pay the Escrow Agent full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, redemption expenses, legal fees Page 786 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4894-3250-9082v3/024036-0097 and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Notwithstanding anything to the contrary herein, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service , or any liability with respect to any such taxes. SECTION 8. Notice of Defeasance and Payment Refunded Bonds. The Authority hereby irrevocably instructs the Escrow Agent to file a notice of defeasance through the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system in the form attached hereto as Schedule D following its receipt of the amount to be deposited to the Escrow Fund and the Investment Securities pursuant to Section 1(a) of this Agreement. The Escrow Agent acknowledges that upon the funding of the Escrow Fund as provided in this Agreement, the receipt of the Verification Report described in Section 1(b) of this Agreement and the receipt of the opinion of bond counsel as required by Sections 10.3 and 12.2 of the Prior Indenture, it is in receipt of the items constituting all of the conditions precedent to the defeasance of the Refunded Bonds under the Prior Indenture. SECTION 9. Amendments. This Agreement is made for the benefit of the Authority and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Agent and the Authority; provided, however, but only after the receipt by the Escrow Agent of an opinion of nationally recognized bond counsel that the exclusion from gross income of interest on the Refunded Bonds and the Bonds will not be adversely affected for federal income tax purposes, the Authority and the Escrow Agent may, without the consent of, or notice to, such holders but with the prior written consent of Build America Mutual Assurance Company, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (iii) to include under this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 9, including the extent, if any, to which any change, modification, addition or elimination affects the rights of th e holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 9. SECTION 10. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of eithe r (i) the date upon which the Refunded Bonds have been paid in accordance with this Agreement, or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent and all amounts owed to the Escrow Agent shall have been paid in full. SECTION 11. Compensation. The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to (including fees and expenses of counsel); provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien nor will it assert a lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Agreement. Page 787 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4894-3250-9082v3/024036-0097 SECTION 12. Resignation or Removal of Escrow Agent. (a) The Escrow Agent may resign and be discharged from its duties and obligations hereunder at any time by giving 30 calendar days prior written notice in writing to the Authority. The Escrow Agent may be removed (1) by (i) filing with the Authority and the Escrow Agent of an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Refunded Bonds then remaining unpaid, and (ii) the Authority delivering written notice to the Escrow Agent, or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the Authority or the holders of 5% in aggregate principal amount of the Refunded Bonds then remaining unpaid. (b) No resignation or removal of the Escrow Agent shall become effective until a successor Escrow Agent has been appointed hereunder and until the cash, Investment Securities and Substitute Investment Securities held under this Agreement are transferred to the new Escrow Agent. The Authority or the holders of a majority in principal amount of the Refunded Bonds then remaining unpaid may, by an instrument or instruments filed with the Authority, appoint a successor Escrow Agent who shall supersede any Escrow Agent theretofore appointed by the Authority. If no successor Escrow Agent is appointed by the Authority or the holders of such Refunded Bonds then remaining unpaid, within 45 calendar days after notice of any such resignation or removal, the holder of any such Refunded Bonds or any retiring Escrow Agent may (at the sole cost and expense of the Authority, including with respect to reasonable attorneys’ fees and expenses) apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and any such resulting appointment or relief shall be binding upon all of the parties. SECTION 13. Entire Agreement; Severability. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written. If any one or more of the covenants or agreements provided in this Agreement on the part of the Authority or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 14. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 15. Governing Law. This Agreement shall be construed under the laws of the State of California. SECTION 16. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date. Page 788 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4894-3250-9082v3/024036-0097 SECTION 17. Assignment. This Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the Authority, such consent not to be unreasonably withheld. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] Page 789 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda S-1 4894-3250-9082v3/024036-0097 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and attested as of the date and year first written above . CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: Executive Director WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent By: Authorized Officer Page 790 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A-1 4894-3250-9082v3/024036-0097 SCHEDULE A REFUNDED BONDS Maturity Date (September 1) Principal Amount Interest Rate Per Annum CUSIP 2024 $3,420,000 5.25% 17131CAL3 2025 3,605,000 5.50 17131CAM1 2026 3,800,000 5.50 17131CAN9 2027 4,005,000 5.50 17131CAP4 2028 4,225,000 5.50 17131CAQ2 2029 4,465,000 5.50 17131CAR0 2030 4,705,000 5.50 17131CAS8 2034 8,765,000 5.00 17131CAT6 2034 8,770,000 5.00 17131CAU3 Page 791 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda B-1 4894-3250-9082v3/024036-0097 SCHEDULE B INVESTMENT SECURITIES Purchase Date Type of Security Type of SLGS Maturity Date Par Amount Rate Page 792 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda C-1 4894-3250-9082v3/024036-0097 SCHEDULE C ESCROW FUND CASH FLOW Cash Deposit Cash Disbursements From Escrow Cash Balance Beginning Balance: TOTAL: Page 793 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-1 4894-3250-9082v3/024036-0097 SCHEDULE D FORM OF NOTICE OF DEFEASANCE NOTICE OF DEFEASANCE OF $72,100,000 CHULA VISTA MUNICIPAL FINANCING AUTHORITY SPECIAL TAX REVENUE REFUNDING BONDS, SERIES 2013 BASE CUSIP NO. 17131C CUSIP* Maturity (September 1) Amount AL3 2024 $3,420,000 AM1 2025 3,605,000 AN9 2026 3,800,000 AP4 2027 4,005,000 AQ2 2028 4,225,000 AR0 2029 4,465,000 AS8 2030 4,705,000 AT6 2034 8,765,000 AU3 2034 8,770,000 Notice is hereby given to the holders of all of the outstanding $72,100,000 Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013 maturing on and after September 1, 2024, as listed above (the “Refunded Bonds”) (i) that there has been deposited with Wilmington Trust, National Association, as Escrow Agent (the “Escrow Agent”), moneys and securities under the Escrow Agreement, dated as of March 1, 2024 (the “Escrow Agreement”), by and between the Chula Vista Municipal Financing Authority (the “Authority”) and the Escrow Agent, which will provide moneys sufficient and available to redeem on March 1, 2024, the Refunded Bonds, at a redemption price equal to the principal amount of the Refunded Bonds to be redeemed, plus interes t accrued thereon to the date of redemption, without premium; (ii) that the Escrow Agent has been irrevocably instructed to redeem on _________, 2024 such Refunded Bonds; and (iii) that the Refunded Bonds are deemed to be paid in accordance with Article X of the Indenture of Trust by and between the Authority and Wilmington Trust, National Association, as Trustee, dated as of August 1, 2013, pursuant to which the Refunded Bonds were issued. * The CUSIP numbers are included solely for the convenience of the Holders of the Refunded Bonds. Neither the Authority nor the Escrow Agent shall be responsible for any error of any nature relating to such numbers. Page 794 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D-2 4894-3250-9082v3/024036-0097 Dated this day ___ of _______, 2024. CHULA VISTA MUNICIPAL FINANCING AUTHORITY WILMINGTON TRUST, NATIONAL ASSOCIATION as Escrow Agent Page 795 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Stradling Yocca Carlson & Rauth Draft of 1/23/24 1 4862-1875-4202v3/024036-0097 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (“Disclosure Agreement”), dated as of March 1, 2024, is executed and delivered by the CHULA VISTA MUNICIPAL FINANCING AUTHORITY (the “Issuer”), and SPICER CONSULTING GROUP, LLC, as Dissemination Agent (the “Dissemination Agent”) in connection with the issuance of $____________ aggregate principal amount of the Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2024 (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”) dated as of March 1, 2024 between the Issuer and Wilmington Trust, National Association (the “Trustee”). The proceeds of the Bonds will be used to acquire the Local Obligations (as defined below) and refund certain outstanding bonds of the Districts (as defined below), to fund the reserve fund securing the Bonds and to pay costs of issuance of the Bonds. The Issuer and the Dissemination Agent covenant and agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission. Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Section 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income purposes. “City” shall mean the City of Chula Vista, California. “Disclosure Representative” shall mean the Executive Director of the Issuer, or his or her designee, or such other officer or employee as the Issuer shall designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” shall mean Spicer Consulting Group, LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Trustee and the Issuer a written acceptance of such designation. “Districts” shall mean City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap), City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), City of Chula Vista Community Facilities District No. 08 -I (Otay Ranch Village Six) and City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six). “EMMA” shall mean the Electronic Municipal Market Access system of the MSRB. Page 796 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2 4862-1875-4202v3/024036-0097 “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board and any s uccessor entity designated under the Rule as the repository for filings made pursuant to the Rule. “Official Statement” means the Official Statement for the Bonds dated ________, 2024. “Participating Underwriter” shall mean Raymond James & Associates, Inc.. “Owners” shall mean the registered owners of the Bonds as set forth in the registration books maintained by the Trustee. “Repository” shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Taxing Jurisdictions” shall mean, collectively, the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A, the City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B, the City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven), the City of Chula Vista Community Facilities District No. 08 -I (Otay Ranch Village Six) and the City of Chula Vista Community Facilities District No. 2001-2 (McMillin – Otay Ranch – Village Six). Section 3. Provision of Annual Reports. (a) The Issuer shall, or upon written direction shall cause the Dissemination Agent to, not later than January 31 after the end of the Issuer’s Fiscal Year (currently June 30) commencing with the report due by January 31, 2025, provide to the Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer and the City, if any exist, may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the fiscal year of the Issuer or the City changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5(d). The Issuer shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Issuer and shall have no duty or obligation to review such Annual Report. (b) Not later than (15) business days prior to the date specified in subsection (a) for providing the Annual Report to the Repository, the Issuer shall provide t he Annual Report to the Dissemination Agent. If by fifteen (15) business days prior to such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Issuer to inquire if the Issuer is in compliance with subsection (a). Page 797 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 3 4862-1875-4202v3/024036-0097 (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the Repository by the date required in subsection (a), the Dissemination Agent shall send a notice in a timely manner to the Repository, in the form required by the Repository. If the Issuer is the Dissemination Agent and the Issuer is unable to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice in a timely manner to the Reposi tory, in the form required by the Repository. (d) The Dissemination Agent shall: (i) determine each year prior to date for providing the Annual Report the name and address of the Repository if other than the MSRB; and (ii) file a report with the Issuer certifying that the Annual Report has been sent to the Repository and the date it was provided. (e) Notwithstanding any other provision of this Disclosure Agreement, all filings shall be made in accordance with the MSRB’s EMMA system or in another manner approved under the Rule. Section 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or include by reference the following: (a) Financial Statements. The audited financial statements of the Issuer and the City for the prior fiscal year, if any have been prepared and which, if prepared, shall be prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board; provided, however, that the Issuer and the City may, from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the Issuer or the City shall modify the basis upon which its financial statements are prepared, the Issuer or the City, as applicable, shall provide the information referenced in Section 8 below. If the Issuer or the City are preparing audited financial statements and such audited financial statements are not ava ilable by the time the Annual Report is required to be filed pursuant to Section 3(a), the audited financial statements may be submitted separately from the balance of the Annual Report and later than the date required for the filing of the Annual Report. (b) Financial and Operating Data. The Annual Report shall contain or incorporate by reference the following: (i) the principal amount of Bonds outstanding as of the September 2 preceding the filing of the Annual Report; (ii) the balance in each fund under the Indenture and the Reserve Requirement as of the September 2 preceding the filing of the Annual Report; (iii) any changes to the Rates and Methods of Apportionment of the Special Taxes approved or submitted to the qualified electors for approval prior to the filing of the Annual Report; Page 798 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 4 4862-1875-4202v3/024036-0097 (iv) an update of the information set forth in Table 3 in the Official Statement; provided, however, that such update need not include overlapping special tax, assessment or general obligation indebtedness; (v) an update by Taxing Jurisdiction similar to Table A-2 in the Official Statement of the total Special Taxes levied and collected in the most recent prior fiscal year, and the total Special Taxes that remain unpaid for the prior fiscal year in which Special Taxes we re levied and the number of delinquent parcels in each Taxing Jurisdiction; (vi) an update by Taxing Jurisdiction similar to Table A-1 in the Official Statement showing the Special Tax levy for the then current fiscal year; (vii) a statement regarding the amount of Special Tax prepayments, if any, in the Fiscal Year for which the Annual Report is being prepared; (viii) a statement as to whether any of the Taxing Jurisdictions is participating in the County’s Teeter Program and whether the City has entered into an agreement to sell delinquent installments of Special Taxes of any of the Taxing Jurisdictions to a third party and if so, in either case, identifying which of the Taxing Jurisdictions are included; (ix) the status of any foreclosure actions being pursued by the Districts with respect to delinquent Special Taxes; and (x) any information not already included under (i) through (ix) above that the Districts are required to file in the annual report to the California Debt and Investment Advisory Commission pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause the Dissemination Agent to give, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten (10) business days after the event: 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; Page 799 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5 4862-1875-4202v3/024036-0097 5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701-TEB); 6. tender offers; 7. defeasances; 8. ratings changes; and 9. bankruptcy, insolvency, receivership or similar proceedings. Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person 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 obligated person, 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 the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 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) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. unless described in paragraph 5(a)(5) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material 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 pursuant to its terms; 3. appointment of a successor or additional trustee or the change of the name of a trustee; 4. nonpayment related defaults; 5. modifications to the rights of Owners of the Bonds; 6. notices of redemption; Page 800 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 6 4862-1875-4202v3/024036-0097 7. release, substitution or sale of property securing repayment of the Bonds; and 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 reflect financial difficulties. (c) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event under Section 5(b) above, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the Issuer determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the Issuer shall file a notice of such occurrence with the Repository in a timely manner not more than 10 business days after the event. (e) The Issuer hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the Issuer and that the Dissemination Agen t shall not be responsible for determining whether the Issuer’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. (f) For purposes of the events identified in subparagraphs (a)(10) and (b)(8) under this Section 5, the term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. Section 6. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 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 Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Agreement. If at any tim e there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be Spicer Consulting Group, LLC. The Dissemination Agent may resign by providing thirty (30) days written notice to the Issuer and the Trustee. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver related to the provisions of Sections 3(a), 4, or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; Page 801 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 7 4862-1875-4202v3/024036-0097 (b) The undertaking hereunder, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests o f the Owners or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment is related to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the formed accounting principles. Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communicati on, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement, the Trustee at the written direction of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds, shall, or any Owner 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 Issuer to comply with its obligations under this Disclosure Agreement, but only to the extent funds have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges of the Trustee whatsoever, including, without limitation, fees and expenses of its attorney. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination Agent and 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 costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Page 802 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 8 4862-1875-4202v3/024036-0097 Dissemination Agent’s negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payme nt of the Bonds. Section 12. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: Issuer: Chula Vista Municipal Financing Authority 276 Fourth Avenue Chula Vista, CA 91910 Attention: Executive Director Dissemination Agent: Spicer Consulting Group, LLC 41880 Kalmia Street, Suite 145 Murrieta, CA 92562 Attention: Shane Spicer Participating Underwriter: Raymond James & Associates, Inc. 39 East Union Street Pasadena, CA 91103 Attention: Public Finance Any person may, by written notice to the other persons listed above, designate a different address to which subsequent notice or communications should be sent. Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. CHULA VISTA MUNICIPAL FINANCING AUTHORITY By: Its: Executive Director SPICER CONSULTING GROUP, LLC, as Dissemination Agent By: Its: Authorized Officer Page 803 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Chula Vista Municipal Financing Authority (CVMFA) Item 7.1: Local Agency Revenue Refunding Bonds, Series 2024 Page 804 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda SARAH SCHOEN CITY OF CHULA VISTA DIRECTOR OF FINANCE SUZANNE HARRELL HARRELL & COMPANY ADVISORS FINANCIAL ADVISOR LAWRENCE CHAN STRADLING YOCCA CARLSON & RAUTH BOND COUNSEL SHANE SPICER SPICER CONSULTING GROUP SPECIAL TAX CONSULTANT JOSE VERA RAYMOND JAMES UNDERWRITER Financing Team Page 805 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda In accordance with the City’s Debt Policy, staff reviews and considers the refunding (refinancing) of debt anytime potential savings greater than 5% (NPV) can be achieved. Based on current market conditions it is anticipated that four Community Facilities Districts (CFD’s) would benefit from a refunding at this time. City’s Debt Policy Overview NPV = Net Present Value Page 806 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda •The CVMFA Revenue Refunding Special Tax Bonds, 2013 Series (“The 2013 Authority Bonds”) currently qualifies for refunding. •NPV Savings are estimated at an average of 11.7 to 12.7% Refunding Opportunity Page 807 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Refunding Opportunity Authority Bonds were issued in 2013 to Purchase the following 5 CFD Bonds: •2013 CFD 06-I Improvement Area A Special Tax Bonds •2013 CFD 06-I Improvement Area B Special Tax Bonds •2013 CFD 07-I Special Tax Bonds •2013 CFD 08-I Special Tax Bonds •2013 CFD 2001-2 Special tax Bonds 2013 Bonds History CFD Bonds Financed Various Public Improvements Page 808 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 809 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Financing Overview The City will Issue 5 CFD Special Tax Refunding Bonds The CVMFA will Issue the Local Agency Revenue Refunding Bonds to Purchase the 5 CFD Bonds The Local Agency Revenue Refunding Bonds will Refinance the CVMFA Special Tax Revenue Refunding Bonds, Series 2013 Page 810 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Financing Overview (Continued) CFD No. 06-I IA A CFD No. 06-I IA B CFD No. 07-I CFD No. 08-I CFD No. 2001-2 Total 2013 Bonds Escrow $13,469,000 $3,455,000 $12,786,000 $10,265,000 $4,646,000 $44,621,000 Costs of Issuance 133,000 30,000 126,000 83,000 47,000 419,000 2013 DS Reserve Fund (1,733,000)(428,000)(1,582,000)(1,328,000)(602,000)(5,673,000) Special Tax Available (955,000)(275,000)(708,000)(1,809,000)(344,000)(4,091,000) Net Requirement 10,914,000 2,782,000 10,622,000 7,211,000 3,747,000 35,276,000 Original Issue Premium (1,029,000)(287,000)(1,097,000)(666,000)(352,000)(3,431,000) Par Amount Issued*$9,885,000 $2,495,000 $9,525,000 $6,545,000 $3,395,000 $31,845,000 * Preliminary, subject to change Page 811 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2013 Bonds 2024 Bonds* Average Interest Rate:5.20%Average Interest Rate:2.75% Total Bonds outstanding:$44,425,000 Par amount of Bonds Issued:$31,845,000 Maturity Date:09/01/2034 Maturity Date:09/01/2033 Estimated NPV Savings:$8.5 Million Estimated NPV Savings:$5.37 Million *The numbers provide are estimates subject to change. Will be finalized at closing. Refunding Analysis Page 812 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda District Name/Improvement Area Estimated Net Present Value Savings Average Annual Savings Per Property Owner - Attached No. of Property Owners - Attached Average Annual Savings Per Property Owner -Detached No. of Property Owners - Detached CFD No. 06-I, IA-A (Eastlake –Woods, Vistas and Land Swap)11.7%$80 598 $190 1,607 CFD No. 06-I, IA-B (Eastlake –Woods, Vistas and Land Swap)12.7%$120 408 $160 191 CFD No. 07-I (Otay Ranch Village Eleven)12.7%$125 617 $155 1,351 CFD No. 08-I (Otay Ranch Village Six)11.8%$245 1,093 $315 444 CFD No. 2001-2 (McMillin –Otay Ranch –Village Six)11.7%$130 213 $190 481 Totals:12.12%$140 2,929 $202 4,074 Proposed Savings by District/Improvement Area Page 813 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda With this action, we are: •Recommending that the City Council adopt resolutions authorizing the Issuance of 5 CFD Special Tax Refunding Bonds with a not-to- exceed combined total of $40,000,000. •Recommending that the Board of Directors of the Chula Vista Municipal Financing Authority adopt a resolution authorizing the Issuance of its Local Agency Revenue Refunding Bonds, Series 2024, in a principal amount not-to-exceed $40,000,000. Recommended Actions Page 814 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Our Financing Team is in attendance and available to answer any questions that you may have. Questions? Page 815 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ORDINANCE NO. ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHAPTER 9.65 OF THE CHULA VISTA MUNICIPAL CODE TO ADD RESIDENTIAL TENANT PROTECTION PROVISIONS WHEREAS, the State of California has recognized the impact of evictions on individuals and established the State Tenant Protection Act of 2019 (AB 1482; Civil Code section 1946.2); and WHEREAS, the State Tenant Protection Act authorizes local jurisdictions to adopt requirements for just cause termination of a residential tenancy that are more protective than the provisions in the State Tenant Protection Act of 2019; and WHEREAS, on October 25, 2022 the Chula Vista City Council added Chapter 9.65, “Residential Tenant Protections”, to the Chula Vista Municipal Code with the intent to address threats to the public health, safety, and welfare of the residents of Chula Vista, to ensure that residents continue to have stable housing, and to protect residents from avoidable homelessness; and WHEREAS, Chapter 9.65 adopted requirements for just cause termination of a residential Tenancy that are more protective than the provisions in the State Tenant Protection Act of 2019, and provides additional tenant protections that became effective on March 1, 2023 in the City of Chula Vista; and WHEREAS, on September 30, 2023 California Senate Bill 567 (SB567), Termination of tenancy: no-fault just causes: gross rental rate increases, was adopted, amending AB1482 ; and WHEREAS, SB567 amends Civil Code section 1946.2 to add additional requirements related to the termination of tenancies for certain no -fault bases, which exceed the current regulations contained in CVMC Chapter 9.65; and WHEREAS, SB567 further expands penalties and local enforcement power with regard to the law’s provisions; and WHEREAS, in order to stay consistent with new state law provisions, Chapter 9.65 must be updated prior to April 1, 2024, the effective date of SB567 . NOW THEREFORE the City Council of the City of Chula Vista does ordain as follows: Section I. The City Council of the City of Chula Vista finds as follows: 1. The just cause for termination of a residential tenancy under this local ordinance is consistent with the State of California’s Tenant P rotection Act of 2019. Page 816 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 2 2. This local ordinance further limits the reasons for termination of a residential tenancy, provides for higher relocation assistance amounts, and provides additional tenant protections that are not prohibited by any other provision o f law. 3. This local ordinance is more protective than the provisions of the State of California’s Tenant Protection Act of 2019. Section II. Chapter 9.65 of the Chula Vista Municipal Code is amended as follows: Chapter 9.65 RESIDENTIAL TENANT PROTECTION ORDINANCE Sections: 9.65.010 Title and Purpose. 9.65.020 Promulgation of Administrative Regulations. 9.65.030 Definitions. 9.65.040 Residential Tenancies Not Subject to This Chapter. 9.65.050 Harassment and Retaliation Against Tenant Pro hibited. 9.65.060 Just Cause Required for Termination of Tenancy. 9.65.070 Requirements Upon Termination of Tenancy. 9.65.080 Enforcement and Remedies. 9.65.090 Sunset Clause. 9.65.010 Title and Purpose. A. Title. This chapter shall be known as the Chula Vista Residential Tenant Protection Ordinance and may be referred to herein as the Residential Tenant Protection Ordinance. B. Purpose. Subject to the provisions of applicable law, the purpose of the Residential Tenant Protection Ordinance is to require Just Cause for termination of residential tenancies consistent with Civil Code section 1946.2, to further limit the reasons for termination of a residential tenancy, to require greater tenant relocation assistance in specified circumstances, and to provide additional tenant protections. Nothing in this chapter shall be construed as to prevent the lawful eviction of a tenant by appropriate legal means. Page 817 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 3 9.65.020 Promulgation of Administrative Regulations. The City Manager is authorized to establish, consistent with the terms of this chapter, Administrative Regulations necessary to carry out the purposes of this chapter. Administrative Regulations shall be published on the City’s website, and maintained and available to the public in the Office of the City Clerk. Administrative Regulations promulgated by the City Manager shall become effective and enforceable under the terms of this chapter thirty (30) days after the date of publication on the City’s website. 9.65.030 Definitions. When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. Any reference to State laws, including references to any California statutes or regulations, is deemed to include any successor or amended version of the referenced statute or regulations promulgated thereunder consistent with the terms of this Chapter. “Administrative Regulations” means regulations that implement this chapter authorized by the City Manager pursuant to section 9.65.020. “Bad Faith” or “in Bad Faith” means with the intent to vex, annoy, harass, coerce, defraud, provoke or injure another person. This includes the intent of an Owner to induce a Tenant to vacate a Residential Rental Unit through unlawful conduct. “City” means the City of Chula Vista. “City Attorney” means the City Attorney of the City of Chula Vista, or their designee. “City Manager” means the City Manager of the City of Chula Vista, or their designee. “County” means the County of San Diego. "Disabled" means an individual with a disability, as defined in California Government Code section 12955.3. "Elderly" means an individual sixty-two (62) years old or older. “Enforcement Officer” means the Director of Development Service s, a Code Enforcement Manager, any Code Enforcement Officer, the Building Official, any sworn Officer of the Police Department, the Fire Chief, the Fire Marshal, or any other City department head (to the extent responsible for enforcing provisions of this code), their respective designees, or any other City employee designated by the City Manager to enforce this chapter. “Family Member” means the spouse, domestic partner, children, grandchildren, parents or grandparents of Page 818 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 4 the residential unit Owner. “Housing Service" means services provided by the Owner to the Tenant in connection with the use and occupancy of a Residential Rental Unit, either pursuant to contract or as required by law, including repairs, maintenance, and painting; providing light, heat, hot and cold water; window shades and screens; storage; kitchen, bath, and laundry facilities and privileges; janitor services; pest control; elevator service; access to exterior doors, entry systems, and gates; utility charges that are paid by the Owner; refuse removal; furnishings; parking; the right to have a specified number of occupants, and any other benefit, privilege, or facility connected with the use or occupancy of any Residential Rental Unit. Housing Services also includes the proportionate part of services provided to common facilities of the building in which the Residential Rental Unit is located. “Occupant Owner” means any of the following: 1. An owner who is a natural person that has at least a 25 percent recorded ownership interest in t he property. 2. An owner who is a natural person who has any recorded ownership interest in the property if 100 percent of the recorded ownership interest is divided among owners who are related to each other as Family Members. 3. An owner who is a natural person whose recorded interest in the property is owned through a limited liability company or partnership. For purposes of the “Occupant Owner” definition, a “natural person” includes any of the following: (a) a natural person who is a settlor or beneficiary of a family trust; or (b) if the property is owned by a limited liability company or partnership, a natural person with a 25 percent ownership interest in the property. A “family trust” means a revocable living trust or irrevocable trust in which the settlors and beneficiaries of the trust are persons who are related to each other as Family Members. A “beneficial owner” means a natural person or family trust for whom, directly or indirectly and through any contractual arrangement, understanding, relationship, or otherwise, and any of the following applies: (a) the natural person exercises substantial control over a partnership or limited liability company; (b) the natural person owns 25 percent or more of the equity interest of a partnership or limited liability company; (c) the natural person receives substantial economic benefits from the assets of a partnership. “Owner” (including the term “Landlord”) means any Person, acting as principal or through an agent, having the right to offer a Residential Rental Unit for rent. As the context may require, “Owner” shall also include a predecessor in interest to the Owner. “Person” means any individual, firm, partnership, joint venture, association, social club, fraternal organization, joint stock company, corporation, estate, trust, business trust, receiver, trustee, syndicate, or any other group or combination acting as a unit. “Residential Rental Complex” means one or more buildings, located on a single lot, contiguous lots, or lots separated only by a street or alley, containing three or more Residential Rental Units rented or owned by Page 819 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 5 the same Owner. “Residential Rental Unit” means any dwelling or unit that is intended for human habitation, including any dwelling or unit in a mobilehome park that is not a Mobilehome Residency Law (“MRL”) Tenancy defined by Civil Code section 798.12 (or a tenancy governed by the MRL). “State” means the State of California. “Substantial Remodel” means improvements to a Residential Rental Unit meeting all of the following criteria: 1. Any structural, electrical, plumbing, or mechanical system is being replaced or substantially modified; and 2. The cost of the improvements (excluding insurance proceeds, land costs, and architectural/engineering fees) is equal to or greater than $40 per square foot of the Residential Rental Unit; and 3. A permit is required from a governmental agency, or the abatement of hazardous materials, including lead-based paint, mold, or asbestos is required in accordance with applicable federal, State, County, or City laws and cannot be reasonably accomplished in a safe manner with the Tenant in place; and 4. It is necessary for the Residential Rental Unit to be vacant for more than sixty (60) days in order to complete the improvements. Cosmetic improvements alone, including, but not limited to, painting, decorating, flooring replacement, counter replacement, and minor repairs, or other work that can be performed safely without having the Residential Rental Unit vacated, do not constitute a Substantial Remode l. “Tenancy” means the lawful occupation of a Residential Rental Unit and includes a lease or sublease. “Tenant” means a tenant, subtenant, lessee, sublessee, resident manager, or any other individual entitled by written or oral agreement to the use or occupancy of any Residential Rental Unit. 9.65.040 Residential Tenancies Not Subject to this Chapter. This chapter shall not apply to the following types of residential tenancies or circumstances: A. Single-family Owner-occupied residences, including a mobilehome, in which the Owner-occupant rents or leases no more than two units or bedrooms, including, but not limited to, an accessory dwelling unit or a junior accessory dwelling unit. B. A property containing two separate dwelling units within a single structure in which the Owner occupied one of the units as the Owner’s principal place of residence at the beginning of the Tenancy, so long as the Owner continues in occupancy, and neither unit is an accessory dwelling unit or a junior Page 820 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 6 accessory dwelling unit. C. A Residential Rental Unit that is alienable separate from the title to any other dwelling unit, provided that both of the following apply: 1. The Owner is not any of the following: a. A real estate investment trust, as defined in section 856 of the Internal Revenue Code. b. A corporation. c. A limited liability company in which at least one member is a corporation. d. Management of a mobilehome park, as defined in section 798.2 of the Civil Code. 2. The Tenants have been provided written notice that the Residential Rental Unit is exempt from this section using the following statement: “This property is not subject to the rent limits imposed by section 1947.12 of the Civil Code and is not subject to Just Cause requirements of section 1946.2 of the Civil Code and Chapter 9.65 of the Chula Vista Municipal Code. This property meets the requirements of sections 1947.12(d)(5) and 1946.2(e)(8) of the Civil Code and section 9.65.040(C) of the Chula Vista Municipal Code, and the Owner is not any of the following: (1) a real estate investment trust, as defined in Section 856 of the Internal Revenue Code; (2) a corporation; or (3) a limited liability company in which at least one member is a corporation.” For a Tenancy existing before March 1, 2023, the notice required above may, but is not required to, be provided in the rental agreement. For a Tenancy commenced or renewed on or after March 1, 2023, the notice required above shall be provided in the rental agreement. Addition of a provision containing the notice required above to any new or renewed rental agreement or fixed-term lease constitutes a similar provision for the purposes of section 9.65.060(B)(5). D. A homeowner in a mobilehome, as defined in Civil Code section 798.9 or a tenancy as defined in Civil Code section 798.12. This chapter shall also not apply to a non-owner Tenant of a mobilehome. Instead, a non-owner Tenant of a mobilehome shall retain the rights stated in the State Tenant Protection Act. E. Transient and tourist hotel occupancy as defined in Civil Code section 1940(b). F. Any residential occupancy by reason of concession, permit, right of access, license or other agreement for a period for 30 consecutive calendar days or less, counting portions of calendar days as full days, including Short-Term Rental occupancies as defined in Chula Vista Municipal Code Chapter 5.68. G. Housing accommodations in a nonprofit hospital, religious facility, extended care facility, licensed residential care facility for the elderly as defined in Health and Safety Code section 1569.2, or an adult residential facility as defined in Chapter 6 of Division 6 of Title 22 of the Manual of Policies and Procedures published by the State Department of Social Services. Page 821 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 7 H. Residential Property or Dormitories owned by the City, an institution of higher education, or a kindergarten and grades 1 to 12, inclusive. I. Housing accommodations in which the tenant shares a bathroom or kitchen facilities with the Owner who maintains their principal residence at the Residential Rental Unit. J. Housing restricted by deed, regulatory restriction contained in an agreement with a government agency, or other recorded document as affordable housing for individuals and families of very low, low, or moderate income as defined in Health and Safety Code section 50093, or subject to an agreement that provides housing subsidies for affordable housing for individuals and families of very low, low, or moderate income as defined in Health and Safety Code section 50093 or comparable federal statutes. This exclusion shall not apply to a Tenant with a Section 8 Housing Choice Voucher and such Tenancies shall be governed by this chapter. 9.65.050 Harassment and Retaliation Against Tenant Prohibited. A. No Owner or such Owner's agent, contractor, subcontractor, or employee, alone or in concert with another, shall do any of the following in Bad Faith to a Tenant or with respect to a Residential Rental Unit, as applicable: 1. Interrupt, terminate, or fail to provide Housing Services required by contract or by law, including federal, State, County, or City laws; 2. Fail to perform repairs and maintenance required by contract or by law, including federal, State, County, or City laws; 3. Fail to exercise commercially reasonable efforts and diligence to commence and complete repairs or maintenance; 4. Abuse the Owner's right of lawful access into a Residential Rental Unit. This includes entries for “inspections” that are not related to necessary repairs or services; entries excessive in number; entries that improperly target certain Tenants or are used to collect evidence against the occupant or otherwise beyond the scope of an otherwise lawful entry; 5. Abuse the Tenant with words which are offensive and inherently likely to provoke an immediate violent reaction; 6. Influence or attempt to influence a Tenant to vacate a rental housing unit through fraud, intimidation or coercion; 7. Threaten the Tenant, by word or gesture, with physical harm; 8. Violate any law that prohibits discrimination based on race, gender, sexual preference, sexual orientation, ethnic background, nationality, religion, age, parenthood, marriage, pregnancy, disability, AIDS, occupancy by a minor child, or any other protected classification; Page 822 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 8 9. Take action to terminate any Tenancy including service of notice to quit or other eviction notice or bring any action to recover possession of a Residential Rental Unit based upon facts that the Owner has no reasonable cause to believe to be true or upon a legal theory that is untenable under the facts known to the Owner. No Owner shall be liable under this section for bringing an action to recover possession unless or until the Tenant has obtained a favorable termination of that action. This subsection shall not apply to any attorney who in good faith initiates legal proceedings against a Tenant on behalf of an Owner to recover possession of a Residential Rental Unit; 10. Interfere with a Tenant's right to quiet use and enjoyment of a Residential Rental Unit as that right is defined by State law; 11. Refuse to accept or acknowledge receipt of a Tenant's lawful rent payment, excluding circumstances where an unlawful detainer or other civil action is pending that could be impacted by acceptance of rent; 12. Interfere with a Tenant's right to privacy. This includes entering or photographing portions of a Residential Rental Unit that are beyond the scope of a lawful entry or inspection. B. No Owner shall retaliate against a Tenant because of the Tenant's exercise of rights under this chapter. A court may consider the protections afforded by this chapter in evaluating a claim of retaliation. C. This section shall not apply to Mobilehome Residency Law (“MRL”) Tenancies under Civil Code section 798.12 or mobilehome Tenants because the provisions of section 1940.2 of the Civil Code and Division 2, Part 2, Chapter 2.5 of the Civil Code apply to such Tenancies. 9.65.060 Just Cause Required for Termination of Tenancy. A. Prohibition. No Owner of a Residential Rental Unit shall terminate a Tenancy without Just Cause. A Just Cause basis for Termination of Tenancy includes both “At Fault Just Cause” and “No-Fault Just Cause” circumstances as described below. B. At Fault Just Cause. At Fault Just Cause means any of the following: 1. Default in payment of rent. 2. A breach of material term of the lease, as described in paragraph (3) of section 1161 of the Code of Civil Procedure, including, but not limited to, violation of a provision of the lease after being issued a written notice to correct the violation. 3. Maintaining, committing, or permitting the maintenance or commission of a nuisance as described in paragraph (4) of section 1161 of the Code of Civil Procedure. 4. Committing waste as described in paragraph (4) of section 1161 of the Code of Civil Procedure. 5. The Tenant had a written lease that terminated on or after the effective date of this chapter, and Page 823 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 9 after a written request or demand from the Owner, the Tenant has refused to execute a written extension or renewal of the lease for an additional term of similar duration with similar provisions, provided that those terms do not violate this section or any other provision of law. Addition of a provision allowing the Owner to terminate the Tenancy to allow for occupancy by the Owner or Owner’s Family Member as described in section 9.65.060(C)(1), below, shall constitute a “similar provision” for the purposes of this subsection. 6. Criminal activity by the Tenant at the Residential Rental Unit, including any common areas, or any criminal activity or criminal threat, as defined in subdivision (a) of Section 422 of the Penal Code, on or off the property where the Residential Rental Unit is located, that is directed at any Owner, any agent of the Owner, or any other Tenant of the Residential Rental Unit or of the property where the Residential Rental Unit is located. 7. Assigning or subletting the premises in violation of the Tenant’s lease, as described in paragraph (4) of section 1161 of the Code of Civil Procedure. 8. The Tenant’s refusal to allow the Owner to enter the Residential Rental Unit as authorized by sections 1101.5 and 1954 of the Code of Civil Procedure, and sections 13113.7 and 17926.1 of the Health and Safety Code. 9. Using the premises for an unlawful purpose as described in paragraph (4) of section 1161 of the Code of Civil Procedure. A Tenant shall not be considered to have used the premises for an unlawful purpose solely on the basis of the fact that the Owner’s Residential Rental Unit is unpermitted, illegal, or otherwise unauthorized under applicable laws. 10. The employee, agent, or licensee’s failure to vacate after their termination as an employee, agent, or a licensee as described in paragraph (1) of section 1161 of the Code of Civil Procedure. 11. When the Tenant fails to deliver possession of the Residential Rental Unit after providing the Owner written notice as provide in section 1946 of the Civil Code of the Tenant’s intention to terminate the hiring of the real property or makes a written offer to surrender that is accepted in writing by the Owner but fails to deliver possession at the time specified in that written notice as described in paragraph (5) of section 1161 of the Code of Civil Procedure. C. No-Fault Just Cause. No-Fault Just Cause means any of the following: 1. Intent to Occupy by Occupant Owner or Family Member. The Tenancy is terminated on the basis that the Occupant Owner or an Occupant Owner’s Family Member will occupy the Residential Rental Unit within 90 days after the Tenant vacates and will continuously occupy the Residential Rental Unit for a minimum of 12 continuous months thereafter as their primary residence. For leases entered into on or after July 1, 2020, Intent to Occupy by Occupant Owner or Family Member shall only be a No-Fault Just Cause basis for termination if the Tenant agrees, in writing, to the termination, or if a provision of the lease allows the owner to terminate the lease if an Occupant Owner or an Occupant Owner’s Family Member unilaterally decides to occupy the residential real property. Page 824 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 10 2. Compliance with Government or Court Order. The Tenancy is terminated on the basis of the Owner’s compliance with any of the following: a. An order issued by a government agency or court relatin g to habitability that necessitates vacating the Residential Rental Unit; or b. An order issued by a government agency or court to vacate the Residential Rental Unit; or c. A local ordinance that necessitates vacating the Residential Rental Unit. If it is determined by any government agency or court that the Tenant is at fault for the condition or conditions triggering the order or need to vacate under this subsection, the Tenant shall not be entitled to relocation assistance as set forth in this Chapter. 3. Withdrawal From the Rental Market. The Tenancy is terminated on the basis of the Owner’s decision to withdraw the Residential Rental Unit from the rental market. 4. Substantial Remodel or Complete Demolition. The Tenancy is terminated because of the Owner’s decision to Substantially Remodel or completely demolish a Residential Rental Unit. The Owner may not require the Tenant to vacate the Residential Rental Unit on any days where a Tenant could continue living in the Residential Rental Unit without violating health, safety, and habitability codes and law. D. Notice to Tenant of Tenant Protection Provisions Required. An Owner of a Residential Rental Unit subject to this chapter shall provide written notice in no less than 12-point type to the Tenant as follows: “California law limits the amount your rent can be increased. See Civil Code section 1947.12 for more information. Local law also provides an Owner must provide a statement of cause in any notice to terminate a Tenancy. In some circumstances, Tenants who are elderly (62 years or older) or disabled may be entitled to additional Tenant protections. See Chula Vista Municipal Code chapter 9.65 for more information.” For a Tenancy in a Residential Rental Unit subject to this Chapter existing before the effective date of this Chapter, the notice required above shall be provided to the Tenant directly or as an addendum to the lease or rental agreement no later than March 1, 2023. For a Tenancy in a Residential Rental Unit subject to this Chapter commenced or renewed on or after March 1, 2023, the notice required above shall be included as an addendum to the lease or rental agreement, or as a written notice signed by the Tenant, with a copy provided to the Tenant. The provision of this notice shall be subject to Civil Code section 1632. E. Reporting Requirements. Owners and Tenants shall provide City with information regarding termination of Tenancies at such time(s) and with such details as shall be required by City in the attendant Administrative Regulations. 9.65.070 Requirements Upon Termination of a Tenancy. A. Requirements Upon Termination of a Tenancy for At Fault Just Cause. Before an Owner of a Page 825 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 11 Residential Rental Unit issues a notice to terminate a Tenancy for At Fault Just Cause that is a curable lea se violation, the Owner shall first give written notice of the violation to the Tenant including a description of the violation (or violations) and an opportunity to cure the violation pursuant to paragraph (3) of section 1161 of the Code of Civil Procedure. If the violation is not cured within the time period set forth in the notice, a three-day notice to quit without an opportunity to cure may thereafter be served to terminate the Tenancy. B. Requirements Upon Termination of a Tenancy for No-Fault Just Cause. Upon termination of a Tenancy for No-Fault Just Cause, an Owner of a Residential Rental Unit shall provide notice and relocation assistance as follows: 1. Tenancy in Unit in a Residential Rental Complex. When an Owner terminates a Tenancy of a Residential Rental Unit in a Residential Rental Complex for No-Fault Just Cause, the Owner shall provide notice and relocation assistance to the Tenant as follows: a. Notice to Tenant Required. The Owner shall give written notice to the Tenant at least 30 or 60 days prior to the proposed date of termination as required by Civil Code section 1946.1, in no less than 12-point font of: i. Notice of Basis for No-Fault Just Cause Termination. The Owner’s decision to terminate the Tenancy and a description of the basis for said termination. ii. Notice of Right to Relocation Assistance. The Tenant’s right to relocation assistance or rent waiver pursuant to this section. If the Owner elects to waive the Tenant’s rent, the notice shall state the amount of rent waived and that no rent is due for the final corresponding months of the Tenancy. Any relocation assistance payment shall be provided by the Owner to the Tenant within fifteen (15) calendar days of service of the notice; and iii. Notice of Right to Receive Future Offer. The Tenant’s right to receive an offer to renew the Tenancy in the event that the Residential Rental Unit is offered again for rent or lease for residential purposes within two (2) years of the date the Residential Rental Unit was withdrawn from the rental market, and that to exercise such right, the Tenant: (a) must notify the Owner in writing within thirty (30) days of the termination notice of such desire to consider an offer to renew the Tenancy in the event that the Residential Rental Unit is offered again for rent or lease for residential purposes; (b) furnish the Owner with an address or email address to which that offer is to be directed; (c) and advise the Owner at any time of a change of address to which an offer is to be directed. iv. Notice of Intended Occupant. If the Tenancy is being terminated on the basis of an Occupant Owner or Occupant Owner’s Family Member move in under section 9.65.060(C)(1), above, the written notice must identify the name or names and relationship to the Occupant Owner of the intended occupant. The written notice shall additionally include notification that the Tenant may request proof that the intended occupant is an Occupant Owner or related to the Occupant Owner. The proof shall be provided upon request and may include an operating agreement and other non-public documents. Page 826 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 12 v. Notice of Substantial Remodel or Demolition. If the Tenancy is being terminated on the basis of a Substantial Remodel or Complete Demolition under 9.65.060(C)(4), above, the following statement must be included in the written notice: “If the substantial remodel of your unit or demolition of the property as described in this notice of termination is not commenced or completed, the owner must offer you the opportunity to re- rent your unit with a rental agreement containing the same terms as your most recent rental agreement with the owner at the rental rate that was in effect at the time you vacated. You must notify the owner within thirty (30) days of receipt of the offer to re-rent of your acceptance or rejection of the offer, and, if accepted, you must reoccupy the unit within thirty (30) days of notifying the owner of your acceptance of the offer.” The written notice shall additionally contain a description of the Substantial Remodel to be completed, the approximate expected duration of the Substantial Remodel, or if the property is to be completely demolished, the expected date by which the property will be demolished, together with one of the following: (a) A copy of the permit or permits required to undertake the Substantial Remodel or demolition; or (b) If the Substantial Remodel is due to abatement of hazardous materials and does not require any permit, a copy of the signed contract with the contractor hired by the owner to complete the Substantial Remodel, that reasonably details the work that will be undertaken to abate the hazardous materials. The written notice shall additionally indicate that if the Tenant is interested in reoccupying the Residential Rental Unit following the Substantial Remodel, the Tenant shall inform the Owner of the Tenant’s interest in reoccupying the Residential Rental Unit following the Substantial Remodel and provide to the Owner the Tenant’s address, telephone number, and email address. b. Notice to City Required. The Owner shall provide written notice to the City of the No-Fault Just Cause Termination of Tenancy no later than three business days after the date the Owner provides the required notice to the Tenant. Such notice to City shall be provided on a form approved by City for such purpose and in the manner specified in the attendant Administrative Regulations. The City shall acknowledge receipt of the Owner’s notice to City within three business days of City’s receipt of such notice. c. Relocation Assistance Required. The Owner shall, regardless of the Tenant’s income or length of Tenancy, at the Owner’s option, do one of the following to assist the Tenant to relocate: i. Provide a direct payment to the Tenant in an amount equal to the greater of: two (2) months of the U.S. Department of Housing and Urban Development’s Small Area Fair Market Rents Amount for the zip code in which the Residential Rental Unit is located when the Owner issued the notice to terminate the Tenancy, or two (2) months of actual then in effect Page 827 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 13 contract rent under Tenant’s lease. If the Tenant is Elderly or Disabled, then the direct payment shall be in an amount equal to the greater of: three (3) months of the U.S. Department of Housing and Urban Develop ment’s Small Area Fair Market Rents Amount for the zip code in which the Residential Rental Unit is located when the Owner issued the notice to terminate the Tenancy, or three (3) months of actual contract rent; or ii. Waive in writing and not collect the payment by Tenant of then due or future rent otherwise due under the lease in an amount equivalent to the direct payment described in (i), above. 2. Tenancy in Unit Not in a Residential Rental Complex. When an Owner terminates a Tenancy of a Residential Rental Unit that is not in a Residential Rental Complex for No-Fault Just Cause, the Owner shall provide notice and relocation assistance to the Tenant as follows: a. Notice to Tenant Required. The Owner shall give written notice to the Tenant at least 30 or 60 days prior to the proposed date of termination as required by Civil Code section 1946.1, in no less than 12-point font of: i. Notice of Basis for No-Fault Just Cause Termination. The Owner’s decision to terminate the Tenancy and a description of the basis for said termination. ii. Notice of Right to Relocation Assistance. The Tenant’s right to relocation assistance or rent waiver pursuant to this section. If the Owner elects to waive the Tenant’s rent, the notice shall state the amount of rent waived and that no rent is due for the final corresponding months of the Tenancy. Any relocation assistance payment shall be provided by the Owner to the Tenant within fifteen (15) calendar days of service of the notice; and iii. Notice of Intended Occupant. If the Tenancy is being terminated on the basis of an Occupant Owner or Occupant Owner’s Family Member move in under section 9.65.060(C)(1), above, the written notice must identify the name or na mes and relationship to the Occupant Owner of the intended occupant. The written notice shall additionally include notification that the Tenant may request proof that the intended occupant is an Occupant Owner or related to the Occupant Owner. The proof shall be provided upon request and may include an operating agreement and other non-public documents. iv. Notice of Substantial Remodel or Demolition. If the Tenancy is being terminated on the basis of a Substantial Remodel or Complete Demolition under 9.65.060(C)(4), above, the following statement must be included in the written notice: “If the substantial remodel of your unit or demolition of the property as described in this notice of termination is not commenced or completed, the owner must offer you the opportunity to re-rent your unit with a rental agreement containing the same terms as your most recent rental agreement with the owner at the rental rate that was in effect at the time you vacated. You must notify the owner within thirty (30) days of receipt of the offer to re- rent of your acceptance or rejection of the offer, and, if accepted, you must reoccupy the unit within thirty (30) days of notifying the owner of your acceptance of the offer.” Page 828 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 14 The written notice shall additionally contain a descriptio n of the Substantial Remodel to be completed, the approximate expected duration of the Substantial Remodel, or if the property is to be completely demolished, the expected date by which the property will be demolished, together with one of the following: (a) A copy of the permit or permits required to undertake the Substantial Remodel or demolition; or (b) If the Substantial Remodel is due to abatement of hazardous materials and does not require any permit, a copy of the signed contract with the contractor hired by the owner to complete the Substantial Remodel, that reasonably details the work that will be undertaken to abate the hazardous materials. The written notice shall additionally indicate that if the Tenant is interested in reoccupying the Residential Rental Unit following the Substantial Remodel, the Tenant shall inform the Owner of the Tenant’s interest in reoccupying the Residential Rental Unit following the Substantial Remodel and provide to the Owner the Tenant’s address, telephone number, and email address. b. Notice to City Required. The Owner shall provide written notice to the City of the No-Fault Just Cause Termination of Tenancy no later than three business (3) days after the date the Owner provides the required notice to the Tenant. Such notice to City shall be provided on a form approved by City for such purpose and in the manner specified in the attendant Administrative Regulations. The City shall acknowledge receipt of the Owner’s notice to City within three (3) business days of City’s receipt of such notice. c. Relocation Assistance Required. The Owner shall, regardless of the Tenant’s income or length of Tenancy, at the Owner’s option, do one of the following to assist the Tenant to relocate: i. Provide a direct payment to the Tenant in an amount equal to one (1) month of actual then in effect contract rent under Tenant’s lease; or ii. Waive in writing and not collect the payment by Tenant of then due or future rent otherwise due under the lease in an amount equivalent to the direct payment described in (i), above. C. Additional Requirements Upon Termination of a Tenancy for No-Fault Just Cause. Upon termination of a Tenancy for No-Fault Just Cause, the following additional provisions shall also apply: 1. When more than one Tenant occupies a rental unit and the Owner opts to provide direct payment of relocation assistance to the Tenants, the Owner may make a single direct payment to all Tenants named on the rental agreement. 2. The relocation assistance or rent waiver required by this section shall be in addition to the return of any deposit or security amounts owed to the Tenant. Page 829 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 15 3. Any relocation assistance or rent waiver to which a Tenant may be entitled to under this section shall be in addition to and shall not be credited against any other relocation assistance required by any other law. 4. If the Tenant fails to vacate after the expiration of the notice to terminate the Tenancy, the actual amount of any relocation assistance or rent waiver provided pursuant to this section may be recoverable by Owner as damages in an action to recover possession. 5. If the Tenancy is being terminated on the basis of an Occupant Owner or Occupant Owner’s Family Member move in under section 9.65.060(C)(1) and the intended occupant fails to move into the Residential Rental Unit within 90 days after the Tenant vacates, or fails to occupy the Residential Rental Unit as their primary residence for at least 12 consecutive months, the Owner shall offer the unit to the Tenant who vacated it at the same rent and lease terms in effect at the time the Tenant vacated and shall reimburse the Tenant for reasonable moving expenses incurred in excess of any relocation assistance that was paid to the Tenant in connection with the written notice. If the intended occupant moves into the unit within 90 days after the tenant vacates, but dies before having occupied the unit as a primary residence for 12 months, this will not be considered a failure to comply with this section or a material violation of this section by the Owner. a. For a new tenancy commenced during the time periods described in 9.65.070(C)(5), the unit shall be offered and rented or leased at the lawful rent in effect at the time any notice of termination of tenancy is served. 6. If a Residential Rental Unit in a Residential Rental Complex is offered for rent or lease for residential purposes within two (2) years of the date the Tenancy was terminated, the Owner shall first offer the unit for rent or lease to the Tenant displaced from that unit by the No-Fault Just Cause termination if the Tenant: (a) advised the Owner in writing within thirty (30) days of the termination notice of the Tenant’s desire to consider an offer to renew the Tenancy; and (b) furnished the Owner with an address or email address to which that offer is to be directe d. The Owner shall have the right to screen the Tenant using industry accepted methods and shall communicate such minimum screening criteria in the offer for the new Tenancy, subject to the terms of any attendant Administrative Regulations. 7. With regard to termination of a Tenancy of a Residential Rental Unit in a Residential Rental Complex on the basis of a withdrawal of the unit from the rental market, as described in section 9.65.060(C)(3), should the property that had been taken off the market be placed on the rental market again within two (2) years of the termination of the Tenancy, then the Owner shall be liable to Tenant for the greater of: (i) six (6) month’s rent to the last tenant of the Residential Rental Unit at the rental rate in place at the time the rental unit is re-rented as set forth U.S. Department of Housing and Urban Development’s Small Area Fair Market Rents Amount for the zip code in which the Residential Rental Unit is located; or (ii) six (6) months of actual then in effect contract rent under the Tenant’s lease at time of termination. This section does not apply if the property is rented to Owner’s Family Member, converted to another non-rental use, or sold or otherwise transferred to a bona fide third-party during the two (2) year period. Page 830 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 16 8. Among other remedies applicable to Owner’s failure to comply with the terms of this chapter, an Owner’s failure to strictly comply with this section shall render the notice of termination void. 9.65.080 Enforcement and Remedies. A. Guiding Principles. The City seeks to promote good relations between Owners and Tenants, and in furtherance of such goal, provides the following guiding principles: 1. Owners and Tenants should treat each other with respect, listen to each other, and make good faith efforts to informally resolve issues. If Owners and Tenants cannot informally resolve issues, alternative dispute resolution and mediation programs should be voluntarily utilized. 2. If disputes are not able to be settled despite the use of dispute resolution or mediation programs, the primary enforcement mechanism is otherwise expected to be the Private Remedies set forth in section 9.65.080(D) below. 3. The City shall have the sole and unfettered discretion to determine if and when City will engage in City enforcement of this chapter. Owners and Tenants are highly encouraged to independently resolve disputes as set forth in paragraphs 1 and 2 above. B. General Provisions. 1. The enforcement mechanisms and remedies specified in this section are cumulative and in addition to any other enforcement mechanisms and remedies available under federal, State, County, and City law for violation of this chapter or Code. 2. It shall be unlawful for any Person to violate any provision or fail to comply with the requirements of this chapter. Each day that a violation continues is deemed to be a new and separate offense. 3. Any waiver of the rights under this chapter shall be void as contrary to public policy. C. City Attorney Enforcement. 1. Alternative Remedies. The City Attorney may require Owner and Tenant to participate in education programs related to Owner-Tenant issues, mediation, or an alternative dispute resolution program. 2. Administrative Citations and Penalties. The City Attorney or an Enforcement Officer may issue administrative citations or civil penalties in accordance with Chapter 1.41 of this Code for violation of any of the provisions of this chapter. Notwithstanding the foregoing, civil penalties for violations of section 9.65.050 may be assessed at a rate not to exceed $5,000 per violation per day. When a violation occurs, it is not required that a warning or notice to cure must first be given before an administrative citation or civil penalty may be issued. 3. Civil Action. The City, or the City Attorney on behalf of the People of the State of California, may seek injunctive relief to enjoin violations of, or to compel compliance with, this chapter or seek any Page 831 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 17 other relief or remedy available at law or equity, including the imposition of monetary civil penalties. Civil penalties for violations of this chapter may be assessed at a rate not to exceed $5,000 per violation per day. The City may also pursue damages as set forth in section 9.65.070(C)(7). 4. Criminal Violation. An Owner who interferes or facilitates interference with a Tenant’s peaceful enjoyment, use, possession or occupancy of a Residential Rental Unit by (a) threat, fraud, intimidation, coercion, or duress, (b) maintenance or toleration of a public nuisance, (c) cutting off heat, light, water, fuel, Wi-Fi, or free communication by anyone by mail, email, telephone/cell phone, or otherwise, or (d) restricting trade (including the use of delivery services for goods or food) or tradespersons from or to any such Tenant, shall be guilty of a misdemeanor punishable by a fine of not more than $1,000 or imprisonment for a period of not more than six months, or by both a fine and imprisonment. At the sole discretion of the City Attorney, such violation may, in the alternative, be cited and prosecuted as an infraction. 5. Subpoena Authority. The City Attorney shall have the power to issue subpoenas for the attendance of witnesses, to compel their attendance and testimony, to administer oaths and affirmations, to take evidence, and to issue subpoenas for the production of any papers, books, accounts, records, documents or other items that may be relevant to the City Attorney’s investigation, enforcement action, or prosecution. The City Attorney may exercise such powers prior to or following the commencement of any civil, criminal, or administrative action to the fullest extent allowed by law. D. Private Remedies. 1. Civil Action. An aggrieved Tenant may institute a civil action for injunctive relief, actual money damages, and any other relief allowed by law, including the assessment of civil penalties in the amount of no less than $2,000 and no more than $5,000 per violation per day. If the aggrieved Tenant is Elderly or Disabled, additional civil penalties of up to $5,000 per violation per day may be assessed at the discretion of the court. A Tenant may also pursue damages as set forth in section 9.65.070(C)(7). a. An Owner who attempts to recover possession of a Residential Rental Unit in material violation of this chapter shall be liable to the Tenant in a civil action for actual damages. Upon a showing that the Owner has acted willfully or with oppression, fraud, or malice, an Owner shall be liable to the Tenant in a civil action for up to three times the actual damages. An award may also be entered for punitive damages for the benefit of the Tenant against the Owner. 2. Affirmative Defense. A violation of this chapter may be asserted as an affirmative defense in an unlawful detainer or other civil action. 3. Attorney’s Fees. The court may award reasonable attorney’s fees and costs to a party who prevails in any action described in paragraphs 1 and 2 above. 9.65.090 Sunset Clause. This chapter shall remain in effect until January 1, 2030, and as of that date is repealed unless otherw ise Page 832 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Ordinance Page 18 extended by the City Council. Section III. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section IV. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Section V. Effective Date The Amendments to this Ordinance shall take effect and be in force beginning April 1, 2024. Section VI. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by _____________________________________ ____________________________________ Stacey Kurz Jill D.S. Maland Director of Housing and Homeless Services Lounsbery Ferguson Altona & Peak Acting City Attorney Page 833 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Chapter 9.65 RESIDENTIAL TENANT PROTECTION ORDINANCE Sections: 9.65.010 Title and Purpose. 9.65.020 Promulgation of Administrative Regulations. 9.65.030 Definitions. 9.65.040 Residential Tenancies Not Subject to This Chapter. 9.65.050 Harassment and Retaliation Against Tenant Prohibited. 9.65.060 Just Cause Required for Termination of Tenancy. 9.65.070 Requirements Upon Termination of Tenancy. 9.65.080 Enforcement and Remedies. 9.65.090 Sunset Clause. 9.65.010 Title and Purpose. A. Title. This chapter shall be known as the Chula Vista Residential Tenant Protection Ordinance and may be referred to herein as the Residential Tenant Protection Ordinance. B. Purpose. Subject to the provisions of applicable law, the purpose of the Residential Tenant Protection Ordinance is to require Just Cause for termination of residential tenancies consistent with Civil Code section 1946.2, to further limit the reasons for termination of a residential tenancy, to require greater tenant relocation assistance in specified circumstances, and to provide additional tenant protections. Nothing in this chapter shall be construed as to prevent the lawful eviction of a tenant by appropriate legal means. 9.65.020 Promulgation of Administrative Regulations. The City Manager is authorized to establish, consistent with the terms of this chapter, Administrative Regulations necessary to carry out the purposes of this chapter. Administrative Regulations shall be published on the City’s website, and maintained and available to the public in the Office of the City Clerk. Administrative Regulations promulgated by the City Manager shall become effective and enforceable under the terms of this chapter thirty (30) days after the date of publication on the City’s website. Page 834 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 2 9.65.030 Definitions. When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. Any reference to State laws, including references to any California statutes or regulations, is deemed to include any successor or amended version of the referenced statute or regulations promulgated thereunder consistent with the terms of this Chapter. “Administrative Regulations” means regulations that implement this chapter authorized by the City Manager pursuant to Section section 9.65.020. “Bad Faith” or “in Bad Faith” means with the intent to vex, annoy, harass, coerce, defraud, provoke or injure another person. This includes the intent of an Owner to induce a Tenant to vacate a Residential Rental Unit through unlawful conduct. “City” means the City of Chula Vista. “City Attorney” means the City Attorney of the City of Chula Vista, or their designee. “City Manager” means the City Manager of the City of Chula Vista, or their designee. “County” means the County of San Diego. "Disabled" means an individual with a disability, as defined in California Government Code Section section 12955.3. "Elderly" means an individual sixty-two (62) years old or older. “Enforcement Officer” means the Director of Development Services, a Code Enforcement Manager, any Code Enforcement Officer, the Building Official, any sworn Officer of the Police Department, the Fire Chief, the Fire Marshal, or any other City department head (to the extent responsible for enforcing provisions of this code), their respective designees, or any other City employee designated by the City Manager to enforce this chapter. “Family Member” means the spouse, domestic partner, children, grandchildren, parents or grandparents of the residential unit Owner. “Housing Service" means services provided by the Owner to the Tenant in connection with the use and occupancy of a Residential Rental Unit, either pursuant to contract or as required by law, including repairs, maintenance, and painting; providing light, heat, hot and cold water; window shades and screens; storage; kitchen, bath, and laundry facilities and privileges; janitor services; pest control; elevator service; access to exterior doors, entry systems, and gates; utility charges that are paid by the Owner; refuse removal; furnishings; parking; the right to have a specified number of occupants, and any other benefit, privilege, or facility connected with the use or Page 835 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 3 occupancy of any Residential Rental Unit. Housing Services also includes the proportionate part of services provided to common facilities of the building in which the Residential Rental Unit is located. “Occupant Owner” means any of the following: 1. An owner who is a natural person that has at least a 25 percent recorded ownership interest in the property. 2. An owner who is a natural person who has any recorded ownership interest in the property if 100 percent of the recorded ownership interest is divided among owners who are related to each other as Family Members. 3. An owner who is a natural person whose recorded interest in the property is owned through a limited liability company or partnership. For purposes of the “Occupant Owner” definition, a “natural person” includes any of the following: (a) a natural person who is a settlor or beneficiary of a family trust; or (b) if the property is owned by a limited liability company or partnership, a natural person with a 25 percent ownership interest in the property. A “family trust” means a revocable living trust or irrevocable trust in which the settlors and beneficiaries of the trust are persons who are related to each other as Family Members. A “beneficial owner” means a natural person or family trust for whom, directly or indirectly and through any contractual arrangement, understanding, relationship, or otherwise, and any of the following applies: (a) the natural person exercises substantial control over a partnership or limited liability company; (b) the natural person owns 25 percent or more of the equity interest of a partnership or limited liability company; (c) the natural person receives substantial economic benefits from the assets of a partnership. “Owner” (including the term “Landlord”) means any Person, acting as principal or through an agent, having the right to offer a Residential Rental Unit for rent . As the context may require, “Owner” shall also include a predecessor in interest to the Owner. “Person” means any individual, firm, partnership, joint venture, association, social club, fraternal organization, joint stock company, corporation, estate, trust, business trust, receiver, trustee, syndicate, or any other group or combination acting as a unit. “Residential Rental Complex” means one or more buildings, located on a single lot, contiguous lots, or lots separated only by a street or alley, containing three or more Residential Rental Units rented or owned by the same Owner. “Residential Rental Unit” means any dwelling or unit that is intended for human habitation, including any dwelling or unit in a mobilehome park that is not a Mobilehome Residency Law (“MRL”) Tenancy defined by Civil Code Section section 798.12 (or a tenancy governed by the MRL). Page 836 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 4 “State” means the State of California. “Substantial Remodel” means improvements to a Residential Rental Unit meeting all of the following criteria: 1. Any structural, electrical, plumbing, or mechanical system is being replaced or substantially modified; and 2. The cost of the improvements (excluding insurance proceeds, land costs, and architectural/engineering fees) is equal to or greater than $40 per square foot of the Residential Rental Unit; and 3. A permit is required from a governmental agency, or the abatement of hazardous materials, including lead-based paint, mold, or asbestos is required in accordance with applicable federal, State, County, or City laws and cannot be reasonably accomplished in a safe manner with the Tenant in place; and 4. It is necessary for the Residential Rental Unit to be vacant for more than sixty (60) days in order to complete the improvements. Cosmetic improvements alone, including, but not limited to, painting, decorating, flooring replacement, counter replacement, and minor repairs, or other work that can be performed safely without having the Residential Rental Unit vacated, do not constitute a Substantial Remodel. “Tenancy” means the lawful occupation of a Residential Rental Unit and includes a lease or sublease. “Tenant” means a tenant, subtenant, lessee, sublessee, resident manager, or any other individual entitled by written or oral agreement to the use or occupancy of any Residential Rental Unit. 9.65.040 Residential Tenancies Not Subject to this Chapter. This chapter shall not apply to the following types of residential tenancies or circumstances: A. Single-family Owner-occupied residences, including a mobilehome, in which the Owner- occupant rents or leases no more than two units or bedrooms, including, but not limited to, an accessory dwelling unit or a junior accessory dwelling unit. B. A property containing two separate dwelling units within a single structure in which the Owner occupied one of the units as the Owner’s principal place of residence at the beginning of the Tenancy, so long as the Owner continues in occupancy, and neither unit is an accessory dwelling unit or a junior accessory dwelling unit. C. A Residential Rental Unit that is alienable separate from the title to any other dwelling unit, Page 837 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 5 provided that both of the following apply: 1. The Owner is not any of the following: a. A real estate investment trust, as defined in Section section 856 of the Internal Revenue Code. b. A corporation. c. A limited liability company in which at least one member is a corporation. d. Management of a mobilehome park, as defined in Section section 798.2 of the Civil Code. 2. The Tenants have been provided written notice that the Residential Rental Unit is exempt from this section using the following statement: “This property is not subject to the rent limits imposed by Section section 1947.12 of the Civil Code and is not subject to Just Cause requirements of Section section 1946.2 of the Civil Code and Chapter 9.65 of the Chula Vista Municipal Code. This property meets the requirements of sections 1947.12(d)(5) and 1946.2(e)(8) of the Civil Code and section 9.65.040(C) of the Chula Vista Municipal Code, and the Owner is not any of the following: (1) a real estate investment trust, as defined in Section 856 of the Internal Revenue Code; (2) a corporation; or (3) a limited liability company in which at least one member is a corporation.” For a Tenancy existing before March 1, 2023, the notice required above may, but is not required to, be provided in the rental agreement. For a Tenancy commenced or renewed on or after March 1, 2023, the notice required above shall be provided in the rental agreement. Addition of a provision containing the notice required above to any new or renewed rental agreement or fixed-term lease constitutes a similar provision for the purposes of section 9.65.060(B)(5). D. A homeowner in a mobilehome, as defined in Civil Code section 798.9 or a tenancy as defined in Civil Code section 798.12. This chapter shall also not apply to a non-owner Tenant of a mobilehome. Instead, a non-owner Tenant of a mobilehome shall retain the rights stated in the State Tenant Protection Act. E. Transient and tourist hotel occupancy as defined in Civil Code section 1940(b). F. Any residential occupancy by reason of concession, permit, right of access, license or other agreement for a period for 30 consecutive calendar days or less, counting portions of calendar days as full days, including Short-Term Rental occupancies as defined in Chula Vista Municipal Code Chapter 5.68. G. Housing accommodations in a nonprofit hospital, religious facility, extended care facility, licensed residential care facility for the elderly as defined in Health and Safety Code section Page 838 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 6 1569.2, or an adult residential facility as defined in Chapter 6 of Division 6 of Title 22 of the Manual of Policies and Procedures published by the State Department of Social Services. H. Residential Property or Dormitories owned by the City, an institution of higher education, or a kindergarten and grades 1 to 12, inclusive. I. Housing accommodations in which the tenant shares a bathroom or kitchen facilities with the Owner who maintains their principal residence at the Residential Rental Unit. J. Housing restricted by deed, regulatory restriction contained in an agreement with a government agency, or other recorded document as affordable housing for individuals and families of very low, low, or moderate income as defined in Health and Safety Code section 50093, or subject to an agreement that provides housing subsidies for affordable housing for individuals and families of very low, low, or moderate income as defined in Health and Safety Code section 50093 or comparable federal statutes. This exclusion shall not apply to a Tenant with a Section 8 Housing Choice Voucher and such Tenancies shall be governed by this chapter. 9.65.050 Harassment and Retaliation Against Tenant Prohibited. A. No Owner or such Owner's agent, contractor, subcontractor, or employee, alone or in concert with another, shall do any of the following in Bad Faith to a Tenant or with respect to a Residential Rental Unit, as applicable: 1. Interrupt, terminate, or fail to provide Housing Services required by contract or by law, including federal, State, County, or City laws; 2. Fail to perform repairs and maintenance required by contract or by law, including federal, State, County, or City laws; 3. Fail to exercise commercially reasonable efforts and diligence to commence and complete repairs or maintenance; 4. Abuse the Owner's right of lawful access into a Residential Rental Unit. This includes entries for “inspections” that are not related to necessary repairs or services; entr ies excessive in number; entries that improperly target certain Tenants or are used to collect evidence against the occupant or otherwise beyond the scope of an otherwise lawful entry; 5. Abuse the Tenant with words which are offensive and inherently likely to provoke an immediate violent reaction; 6. Influence or attempt to influence a Tenant to vacate a rental housing unit through fraud, intimidation or coercion; 7. Threaten the Tenant, by word or gesture, with physical harm; Page 839 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 7 8. Violate any law that prohibits discrimination based on race, gender, sexual preference, sexual orientation, ethnic background, nationality, religion, age, parenthood, marriage, pregnancy, disability, AIDS, occupancy by a minor child, or any other protected classification; 9. Take action to terminate any Tenancy including service of notice to quit or other eviction notice or bring any action to recover possession of a Residential Rental Unit based upon facts that the Owner has no reasonable cause to believe to be true or upon a legal theory that is untenable under the facts known to the Owner. No Owner shall be liable under this section for bringing an action to recover possession unless or until the Tenant has obtained a favorable termination of that action. This subsection shall not apply to any attorney who in good faith initiates legal proceedings against a Tenant on behalf of an Owner to recover possession of a Residential Rental Unit; 10. Interfere with a Tenant's right to quiet use and enjoyment of a Residential Rental Unit as that right is defined by State law; 11. Refuse to accept or acknowledge receipt of a Tenant's lawful rent payment, excluding circumstances where an unlawful detainer or other civil action is pending that could be impacted by acceptance of rent; 12. Interfere with a Tenant's right to privacy. This includes entering or photographing portions of a Residential Rental Unit that are beyond the scope of a lawful entry or inspection. B. No Owner shall retaliate against a Tenant because of the Tenant's exercise of rights under this chapter. A court may consider the protections afforded by this chapter in evaluating a claim of retaliation. C. This section shall not apply to Mobilehome Residency Law (“MRL”) Tenancies under Civil Code section 798.12 or mobilehome Tenants because the provisions of Section section 1940.2 of the Civil Code and Division 2, Part 2, Chapter 2.5 of the Civil Code apply to such Tenancies. 9.65.060 Just Cause Required for Termination of Tenancy. A. Prohibition. No Owner of a Residential Rental Unit shall terminate a Tenancy without Just Cause. A Just Cause basis for Termination of Tenancy includes both “At Fault Just Cause” and “No-Fault Just Cause” circumstances as described below. B. At Fault Just Cause. At Fault Just Cause means any of the following: 1. Default in payment of rent. 2. A breach of material term of the lease, as described in paragraph (3) of Section section 1161 of the Code of Civil Procedure, including, bu t not limited to, violation of a provision of the lease after being issued a written notice to correct the violation. Page 840 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 8 3. Maintaining, committing, or permitting the maintenance or commission of a nuisance as described in paragraph (4) of Section section 1161 of the Code of Civil Procedure. 4. Committing waste as described in paragraph (4) of Section section 1161 of the Code of Civil Procedure. 5. The Tenant had a written lease that terminated on or after the effective date of this chapter, and after a written requ est or demand from the Owner, the Tenant has refused to execute a written extension or renewal of the lease for an additional term of similar duration with similar provisions, provided that those terms do not violate this section or any other provision of law. Addition of a provision allowing the Owner to terminate the Tenancy to allow for occupancy by the Owner or Owner’s Family Member as described in section 9.65.060(C)(1), below, shall constitute a “similar provision” for the purposes of this subsection. 6. Criminal activity by the Tenant at the Residential Rental Unit, including any common areas, or any criminal activity or criminal threat, as defined in subdivision (a) of Section 422 of the Penal Code, on or off the property where the Residential Rental Unit is located, that is directed at any Owner, any agent of the Owner, or any other Tenant of the Residential Rental Unit or of the property where the Residential Rental Unit is located. 7. Assigning or subletting the premises in violation of the Tenant’s l ease, as described in paragraph (4) of Section section 1161 of the Code of Civil Procedure. 8. The Tenant’s refusal to allow the Owner to enter the Residential Rental Unit as authorized by Sections sections 1101.5 and 1954 of the Code of Civil Procedure, and Sections sections 13113.7 and 17926.1 of the Health and Safety Code. 9. Using the premises for an unlawful purpose as described in paragraph (4) of Section section 1161 of the Code of Civil Procedure. A Tenant shall not be considered to have used the premises for an unlawful purpose solely on the basis of the fact that the Owner’s Residential Rental Unit is unpermitted, illegal, or otherwise unauthorized under applicable laws. 10. The employee, agent, or licensee’s failure to vacate after their terminatio n as an employee, agent, or a licensee as described in paragraph (1) of Section section 1161 of the Code of Civil Procedure. 11. When the Tenant fails to deliver possession of the Residential Rental Unit after providing the Owner written notice as provide in Section section 1946 of the Civil Code of the Tenant’s intention to terminate the hiring of the real property or makes a written offer to surrender that is accepted in writing by the Owner but fails to deliver possession at the time specified in that writt en notice as described in paragraph (5) of Section section 1161 of the Code of Civil Procedure. Page 841 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 9 C. No-Fault Just Cause. No-Fault Just Cause means any of the following: 1. Intent to Occupy by Occupant Owner or Family Member. The Tenancy is terminated on the basis that the Occupant Owner or an Occupant Owner’s Family Member intends towill occupy the Residential Rental Unit within 90 days after the Tenant vacates and will continuously occupy the Residential Rental Unit for a minimum of 12 continuous months thereafter as their primary residence. For leases entered into on or after July 1, 2020, Intent to Occupy by Occupant Owner or Family Member shall only be a No-Fault Just Cause basis for termination if the Tenant agree s, in writing, to the termination, or if a provision of the lease allows the owner to terminate the lease if anthe Occupant Owner or an Occupant’s Owner’s Family Member unilaterally decides to occupy the residential real property. 2. Compliance with Government or Court Order. The Tenancy is terminated on the basis of the Owner’s compliance with any of the following: a. An order issued by a government agency or court relating to habitability that necessitates vacating the Residential Rental Unit ; or b. An order issued by a government agency or court to vacate the Residential Rental Unit; or c. A local ordinance that necessitates vacating the Residential Rental Unit. If it is determined by any government agency or court that the Tenant is at fault for the condition or conditions triggering the order or need to vacate under this subsection, the Tenant shall not be entitled to relocation assistance as set forth in this Chapter. 3. Withdrawal From the Rental Market. The Tenancy is terminated on the basis of the Owner’s decision to withdraw the Residential Rental Unit from the rental market. 4. Substantial Remodel or Complete Demolition . The Tenancy is terminated because of the Owner’s decision to Substantially Remodel or completely demolish a Residential Rental Unit. The Owner may not require the Tenant to vacate the Residential Rental Unit on any days where a Tenant could continue living in the Residential Rental Unit without violating health, safety, and habitability codes and law. D. Notice to Tenant of Tenant Protection Provisions Required. An Owner of a Residential Rental Unit subject to this chapter shall provide written notice in no less than 12 -point type to the Tenant as follows: “California law limits the amount your rent can be increased. See Civil Cod e section 1947.12 for more information. Local law also provides an Owner must provide a statement of cause in any notice to terminate a Tenancy. In some circumstances, Tenants who are elderly (62 years or older) or disabled may be entitled to additional Te nant protections. See Chula Vista Municipal Code chapter 9.65 for more information.” Page 842 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 10 For a Tenancy in a Residential Rental Unit subject to this Chapter existing before the effective date of this Chapter, the notice required above shall be provided to the Tenant directly or as an addendum to the lease or rental agreement no later than March 1, 2023. For a Tenancy in a Residential Rental Unit subject to this Chapter commenced or renewed on or after March 1, 2023, the notice required above shall be included as an addendum to the lease or rental agreement, or as a written notice signed by the Tenant, with a copy provided to the Tenant. The provision of this notice shall be subject to Civil Code section 1632. E. Reporting Requirements. Owners and Tenants shall provide City with information regarding termination of Tenancies at such time(s) and with such details as shall be required by City in the attendant Administrative Regulations. 9.65.070 Requirements Upon Termination of a Tenancy. A. Requirements Upon Termination of a Tenancy for At Fault Just Cause. Before an Owner of a Residential Rental Unit issues a notice to terminate a Tenancy for At Fault Just Cause that is a curable lease violation, the Owner shall first give written notice of the violation to the Tenant including a description of the violation (or violations) and an opportunity to cure the violation pursuant to paragraph (3) of Section section 1161 of the Code of Civil Procedure. If the violation is not cured within the time period set forth in the notice, a three -day notice to quit without an opportunity to cure may thereafter be served to terminate the Tenancy. B. Requirements Upon Termination of a Tenancy for No-Fault Just Cause. Upon termination of a Tenancy for No-Fault Just Cause, an Owner of a Residential Rental Unit shall provide notice and relocation assistance as follows: 1. Tenancy in Unit in a Residential Rental Complex . When an Owner terminates a Tenancy of a Residential Rental Unit in a Residential Rental Complex for No-Fault Just Cause, the Owner shall provide notice and relocation assistance to the Tenant as follows : a. Notice to Tenant Required . The Owner shall give written notice to the Tenant at least 30 or 60 days prior to the proposed date of termination as re quired by Civil Code section 1946.1, in no less than 12-point font of: i. Notice of Basis for No-Fault Just Cause Termination. The Owner’s decision to terminate the Tenancy and a description of the basis for said termination. ii. Notice of Right to Relocation Assistance. The Tenant’s right to relocation assistance or rent waiver pursuant to this section. If the Owner elects to waive the Tenant’s rent, the notice shall state the amount of rent waived and that no rent is due for the final corresponding months of the Tenancy. Any relocation assistance payment shall be provided by the Owner to the Tenant within fifteen (15) calendar days of service of the notice; and Page 843 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 11 iii. Notice of Right to Receive Future Offer. The Tenant’s right to receive an offer to renew the Tenancy in the event that the Residential Rental Unit is offered again for rent or lease for residential purposes within two (2) years of the date the Residential Rental Unit was withdrawn from the rental market, and that to exercise such right, the Tenant: (a) must notify the Owner in writing within thirty (30) days of the termination notice of such desire to consider an offer to renew the Tenancy in the event that the Residential Rental Unit is offered again for rent or lease for residential purposes; (b) furnish the Owner with an address or email address to which that offer is to be directed; (c) and advise the Owner at any time of a change of address to which an offer is to be directed. iv. Notice of Intended Occupant. If the Tenancy is being terminated on the basis of an Occupant Owner or Occupant Owner’s Family Member move in under section 9.65.060(C)(1), above, the written notice must identify the name or names and relationship to the Occupant Owner of the intended occupant. The written notice shall additionally include notification that the Tenant may request proof that the intended occupant is an Occupant Owner or related to the Occupant Owner. The proof shall be provided upon request and may include an operating agreement and other non-public documents. v. Notice of Substantial Remodel or Demolition. If the Tenancy is being terminated on the basis of a Substantial Remodel or Complete Demolition under 9.65.060(C)(4), above, the following statement must be included in the written notice: “If the substantial remodel of your unit or demolition of the property as described in this notice of termination is not commenced or completed, the owner must offer you the opportunity to re-rent your unit with a rental agreement containing the same terms as your most recen t rental agreement with the owner at the rental rate that was in effect at the time you vacated. You must notify the owner within thirty (30) days of receipt of the offer to re -rent of your acceptance or rejection of the offer, and, if accepted, you must r eoccupy the unit within thirty (30) days of notifying the owner of your acceptance of the offer.” The written notice shall additionally contain a description of the Substantial Remodel to be completed, the approximate expected duration of the Substantial Remodel, or if the property is to be completely demolished, the expected date by which the property will be demolished, together with one of the following: (a) A copy of the permit or permits required to undertake the Substantial Remodel or demolition; or (b) If the Substantial Remodel is due to abatement of hazardous materials and does not require any permit, a copy of the signed contract with the contractor hired Page 844 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 12 by the owner to complete the Substantial Remodel, that reasonably details the work that will be undertaken to abate the hazardous materials. The written notice shall additionally indicate that if the Tenant is interested in reoccupying the Residential Rental Unit following the Substantial Remodel, the Tenant shall inform the Owner of the Tenant’s interest in reoccupying the Residential Rental Unit following the Substantial Remodel and provide to the Owner the Tenant’s address, telephone number, and email address. b. Notice to City Required. The Owner shall provide written notice to the City of the No- Fault Just Cause Termination of Tenancy no later than three business days after the date the Owner provides the required notice to the Tenant. Such notice to City shall be provided on a form approved by City for such purpose and in the manner specified in the attendant Administrative Regulations. The City shall acknowledge receipt of the Owner’s notice to City within three business days of City’s receipt of such notice. c. Relocation Assistance Required. The Owner shall, regardless of the Tenant’s income or length of Tenancy, at the Owner’s option, do one of the following to assist the Tenant to relocate: i. Provide a direct payment to the Tenant in an amount equal to the greater of: two (2) months of the U.S. Department of Housing and Urban Development’s Small Area Fair Market Rents Amount for the zip code in which the Residential Rental Unit is located when the Owner issued the notice to terminate the Tenancy, or two (2) months of actual then in effect contract rent under Tenant’s lease. If the Tenant is Elderly or Disabled, then the direct payment shall be in an amount equal to the greater of: three (3) months of the U.S. Department of Housing and Urban Development’s Small Area Fair Market Rents Amount for the zip code in which the Residential Rental Unit is located when the Owner issued the notice to terminate the Tenancy, or three (3) months of actual contract rent; or ii. Waive in writing and not collect the payment by Tenant of then due or future rent otherwise due under the lease in an amount equivalent to the direct payment described in (i), above. 2. Tenancy in Unit Not in a Residential Rental Complex. When an Owner terminates a Tenancy of a Residential Rental Unit that is not in a Residential Rental Complex for No - Fault Just Cause, the Owner shall provide notice and relocation assistance to the Tenant as follows: a. Notice to Tenant Required . The Owner shall give written notice to the Tenant at least 30 or 60 days prior to the proposed date of termination as required by Civil Code section 1946.1, in no less than 12-point font of: Page 845 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 13 i. Notice of Basis for No-Fault Just Cause Termination. The Owner’s decision to terminate the Tenancy and a description of the basis for said termination. ii. Notice of Right to Relocation Assistance. The Tenant’s right to relocation assistance or rent waiver pursuant to this section. If the Owner elects to waive the Tenant’s rent, the notice shall state the amount of rent waived and that no rent is due for the final corresponding months of the Tenancy. Any relocation assistance payment shall be provided by the Owner to the Tenant within fifteen (15) calendar days of service of the notice; and iii. Notice of Intended Occupant. If the Tenancy is being terminated on the basis of an Occupant Owner or Occupant Owner’s Family Member move in under section 9.65.060(C)(1), above, the written notice must identify the name or names and relationship to the Occupant Owner of the intended occupant. The written notice shall additionally include notification that the Tenant may request proof that the intended occupant is an Occupant Owner or related to the Occupant Owner. The proof shall be provided upon request and may include an operating agreement and other non-public documents. iv. Notice of Substantial Remodel or Demolition. If the Tenancy is being terminated on the basis of a Substantial Remodel or Complete Demolition under 9.65.060(C)(4), above, the following statement must be included in the written notice: “If the substantial remodel of your unit or demolition of the property as described in this notice of termination is not commenced or completed, the owner must offer you the opportunity to re-rent your unit with a rental agreement containing the same terms as your most recent rental agreement with the owner at the rental rate that was in effect at the time you vacated. You must notify the owner within thirty (30) days of receipt of the offer to re -rent of your acceptance or rejection of the offer, and, if accepted, you must reoccupy the unit within thirty (30) days of notifying the owner of your acceptance of the offer.” The written notice shall additionally contain a description of the Substantial Remodel to be completed, the approximate expected duration of the Substantial Remodel, or if the property is to be completely demolished, the expected date by which the property will be demolished, together with one of the following: (a) A copy of the permit or permits required to undertake the Substantial Remodel or demolition; or (b) If the Substantial Remodel is due to abatement of hazardous materials and does not require any permit, a copy of the signed contract with the contractor hired by the owner to complete the Substantial Remodel, that reasonably details the work that will be undertaken to abate the hazardous materials. Page 846 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 14 The written notice shall additionally indicate that if the Tenant is interested in reoccupying the Residential Rental Unit following the Substantial Remodel, the Tenant shall inform the Owner of the Tenant’s interest in reoccupying the Residential Rental Unit following the Substantial Remodel and provide to the Owner the Tenant’s address, telephone number, and email address. b. Notice to City Required. The Owner shall provide written notice to the City of the No- Fault Just Cause Termination of Tenancy no later than three business (3) days after the date the Owner provides the required notice to the Tenant. Such notice to City shall be provided on a form approved by City for such purpose and in the manner specified in the attendant Administrative Regulations. The City shall acknowledge receipt of the Owner’s notice to City within three (3) business days of City’s receipt of such notice. c. Relocation Assistance Required. The Owner shall, regardless of the Tenant’s income or length of Tenancy, at the Owner’s option, do one of the following to assist the Tenant to relocate: i. Provide a direct payment to the Tenant in an amount equal to one (1) month of actual then in effect contract rent under Tenant’s lease; or ii. Waive in writing and not collect the payment by Tenant of then due or future rent otherwise due under the lease in an amount equivalent to the direct payment described in (i), above. C. Additional Requirements Upon Termination of a Tenancy for No-Fault Just Cause. Upon termination of a Tenancy for No -Fault Just Cause, the following additional provisions shall also apply: 1. When more than one Tenant occupies a rental unit and the Owner opts to provide direct payment of relocation assistance to the Tenants, the Owner may make a single direct payment to all Tenants named on the rental agreement. 2. The relocation assistance or rent waiver required by this section shall be in addition to the return of any deposit or security amounts owed to the Tenant. 3. Any relocation assistance or rent waiver to which a Tenant may be entitled to under this section shall be in addition to and shall not be credited against any other relocation assistance required by any other law. 4. If the Tenant fails to vacate after the expiration of the notice to terminate the Tenancy, the actual amount of any relocation assistance or rent waiver provided pursuant to this section may be recoverable by Owner as damages in an action to recover possession. 5. If the Tenancy is being terminated on the basis of an Occupant Owner or Occupant Owner’s Family Member move in under section 9.65.060(C)(1) and the intended occupant fails to move into the Residential Rental Unit within 90 days after the Tenant vacates, or fails to Page 847 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 15 occupy the Residential Rental Unit as their primary residence for at least 12 consecutive months, the Owner shall offer the unit to the Tenant who vacated it at the same rent and lease terms in effect at the time the Tenant vacated and shall reimburse the Tenant for reasonable moving expenses incurred in excess of any relocation assistance that was paid to the Tenant in connection with the written notice. If the intended occupant moves into the unit within 90 days after the tenant vacates, but dies before having occupied the unit as a primary residence for 12 months, this will not be considered a failure to comply with this section or a material violation of this section by the Owner. a. For a new tenancy commenced during the time periods described in 9.65.070(C)(5), the unit shall be offered and rented or leased at the lawful rent in effect at the time any notice of termination of tenancy is served. 5.6.If a Residential Rental Unit in a Residential Rental Complex is offered for rent or lease for residential purposes within two (2) years of the date the Tenancy was terminated, the Owner shall first offer the unit for rent or lease to the Tenant displaced from that unit by the No-Fault Just Cause termination if the Tenant: (a) advised the Owner in writing within thirty (30) days of the termination notice of the Tenant’s desire to consider an offer to renew the Tenancy; and (b) furnished the Owner with an address or email address to which that offer is to be directed. The Owner shall have the right to screen the Tenant using industry accepted methods and shall communicate such minimum screening criteria in the offer for the new Tenancy, subject to the terms of any attendant Administrative Regulations. 6.7.With regard to termination of a Tenancy of a Residential Rental Unit in a Residential Rental Complex on the basis of a withdrawal of the unit from the rental market, as described in Section section 9.65.060(C)(3), should the property that had been taken off the market be placed on the rental market again within two (2) years of the termination of the Tenancy, then the Owner shall be liable to Tenant for the greater of: (i) six (6) month’s rent to the last tenant of the Residential Rental Unit at the rental rate in place at the time the rental unit is re-rented as set forth U.S. Department of Housing and Urban Development’s Small Area Fair Market Rents Amount for the zip code in which the Residential Rental Unit is located; or (ii) six (6) months of actual then in effect contract rent under the Tenant’s lease at time of termination. This section does not apply if the property is rented to Owner’s Family Member, converted to another non-rental use, or sold or otherwise transferred to a bona fide third-party during the two (2) year period. 7.8.Among other remedies applicable to Owner’s failure to comply with the terms of this chapter, an Owner’s failure to strictly comply with this section shall render the notice of termination void. 9.65.080 Enforcement and Remedies. A. Guiding Principles. The City seeks to promote good relations between Owners and Tenants, and in furtherance of such goal, provides the following guiding principles: Page 848 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 16 1. Owners and Tenants should treat each other with respect, listen to each other, and make good faith efforts to informally resolve issues. If Owners and Tenants cannot informally resolve issues, alternative dispute resolution and mediation programs should be voluntarily utilized. 2. If disputes are not able to be settled despite the use of dispute resolution or mediation programs, the primary enforcement mechanism is otherwise expected to be the Private Remedies set forth in Section section 9.65.080(D) below. 3. The City shall have the sole and unfettered discretion to determine if and when City will engage in City enforcement of this chapter. Owners and Tenants are highly encouraged to independently resolve disputes as set forth in paragraphs 1 and 2 above. B. General Provisions. 1. The enforcement mechanisms and remedies specified in this section are cumulative and in addition to any other enforcement mechanisms and remedies available under federal, State, County, and City law for violation of this chapter or Code. 2. It shall be unlawful for any Person to violate any provision or fail to comply with the requirements of this chapter. Each day that a violation continues is deemed to be a new and separate offense. 3. Any waiver of the rights under this chapter shall be void as contrary to public policy. C. City Attorney Enforcement. 1. Alternative Remedies. The City Attorney may require Owner and Tenant to participate in education programs related to Owner-Tenant issues, mediation, or an alternative dispute resolution program. 2. Administrative Citations and Penalties. The City Attorney or an Enforcement Officer may issue administrative citations or civil penalties in accordance with Chapter 1.41 of this Code for violation of any of the provisions of this chapter. Notwithstanding the foregoing, civil penalties for violations of section 9.65.050 may be assessed at a rate not to exceed $5,000 per violation per day.Civil penalties for violations of this chapter may be assessed at a rate not to exceed $5,000 per violation per day. When a violation occurs, it is not required that a warning or notice to cure must first be given before an administrative citation or civil penalty may be issued. 3. Civil Action. The City, or the City Attorney on behalf of the People of the State of California, may seek injunctive relief to enjoin violations of, or to compel compliance with, this chapter or seek any other relief or remedy available at law or equity, including the imposition of monetary civil penalties. Civil penalties for violations of this chapter may be assessed at a rate not to exceed $5,000 per violation per day. The City may also pursue Page 849 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 17 damages as set forth in Section section 9.65.070(C)(67). 4. Criminal Violation. An Owner who interferes or facilitates interference with a Tenant’s peaceful enjoyment, use, possession or occupancy of a Residential Rental Unit by (a) threat, fraud, intimidation, coercion, or duress, (b) maintenance or toleration of a public nuisance, (c) cutting off heat, light, water, fuel, Wi-Fi, or free communication by anyone by mail, email, telephone/cell phone, or otherwise, or (d) restricting trade (including the use of delivery services for goods or food) or tradespersons from or to any such Tenant, shall be guilty of a misdemeanor punishable by a fine of not m ore than $1,000 or imprisonment for a period of not more than six months, or by both a fine and imprisonment. At the sole discretion of the City Attorney, such violation may, in the alternative, be cited and prosecuted as an infraction. 5. Subpoena Authority. The City Attorney shall have the power to issue subpoenas for the attendance of witnesses, to compel their attendance and testimony, to administer oaths and affirmations, to take evidence, and to issue subpoenas for the production of any papers, books, accounts, records, documents or other items that may be relevant to the City Attorney’s investigation, enforcement action, or prosecution. The City Attorney may exercise such powers prior to or following the commencement of any civil, criminal, or administrative action to the fullest extent allowed by law. D. Private Remedies. 1. Civil Action. An aggrieved Tenant may institute a civil action for injunctive relief, direct actual money damages, and any other relief allowed by law, including the assessment of civil penalties in the amount of no less than $2,000 and no more than $5,000 per violation per day. If the aggrieved Tenant is Elderly or Disabled, additional civil penalties of up to $5,000 per violation per day may be assessed at the discretion of the court. A Tenant may also pursue damages as set forth in Section section 9.65.070(C)(67). a. An Owner who attempts to recover possession of a Residential Rental Unit in material violation of this chapter shall be liable to the Tenant in a civil action for actual damages. Upon a showing that the Owner has acted willfully or with oppression, fraud, or malice, an Owner shall be liable to the Tenant in a civil action for up to three times the actual damages. An award may also be entered for punitive damages for the benefit of the Tenant against the Owner. 1.2. Affirmative Defense. A violation of this chapter may be asserted as an affirmative defense in an unlawful detainer or other civil action. 2.3. Attorney’s Fees. The court may award reasonable attorney’s fees and costs to a party who prevails in any action described in paragraphs 1 and 2 above. 9.65.090 Sunset Clause. Page 850 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda ATTACHMENT 1 – Redline Amendments to CVMC Chapter 9.65 Page 18 This chapter shall remain in effect until January 1, 2030, and as of that date is repealed unless otherwise extended by the City Council. Page 851 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications - Item 7.2 ACCE - Received 2/19/2024 Page 852 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications - Item 7.2 ACCE - Received 2/19/2024 Page 853 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications - Item 7.2 ACCE - Received 2/19/2024 Page 854 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 5675 Ruffin Road, Suite 310 San Diego, CA 92123 T: 858.278.8070www.socalrha.org February 19, 2024 Mayor McCann and City Councilmembers 276 Fourth Avenue Chula Vista, CA 91910 RE: Item 7.2 - Tenant Protection Ordinance: Updates to the Chula Vista Residential Tenant Protection Ordinance, CVMC Chapter 9.65, to Remain Consistent with Recently Adopted California Senate Bill 567 Dear Mayor and Councilmembers, On behalf of the Southern California Rental Housing Association (SCRHA) we would like to express our support for amendments to the Chula Vista Tenant Protection Ordinance (TPO) that will align it with changes to state law that take effect on April 1, 2024. We appreciate the outreach and communication from city staff and the opportunity to preview changes and submit comments. SCRHA believes in creating a thriving rental housing community through advocacy, education, and collaboration. While SCRHA believes that there are changes that can be made to the TPO that will improve the outcomes for all parties, those are discussions that will necessitate a lengthier stakeholder engagement process. We remain committed to future discussions and improvements to the TPO. In the immediate future, SCRHA will be working to update vital forms and guidance to reflect the changes in local law. The city’s proactive approach to the state-mandated changes gives us time to amend forms; adding in new language, requirements, and municipal code references. SCRHA will also host education sessions so that housing providers are aware of changes to the law and procedures. Again, thank you for continuing to include SCRHA in Tenant Protection Ordinance and other important housing discussions. Please do not hesitate to contact me at mkirkland@socalrha.org or 858.278.8070 if we can be of further assistance. Sincerely, Molly Kirkland Director of Public Affairs Written Communications - Item 7.2 Kirkland - Received 2/19/2024 Page 855 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications – Item 7.2 Wood – Received 2/20/2024 From: Melanie Woods Sent: Tuesday, February 20, 2024 9:25 AM To: CityClerk <CityClerk@chulavistaca.gov> Subject: 7.2 Tenant Protection Ordinance: Updates to the Chula Vista Residential Tenant Protection Ordinance, CVMC Chapter 9.65, to Remain Consistent with Recently Adopted California Senate Bill 567 WARNING - This email originated from outside the City of Chula Vista. Do not click any links and do not open attachments unless you can confirm the sender. PLEASE REPORT SUSPICIOUS EMAILS BY USING THE PHISH ALERT REPORT BUTTON or to reportphishing@chulavistaca.gov Honorable Mayor and City Council, On behalf of the California Apartment Association (CAA), I would like to express my support for the changes to the Tenant Protection Ordinance to align with state law. CAA is the nation’s largest statewide trade group representing owners, investors, developers, managers, and suppliers of rental apartment communities. We have over 13,00 members representing more than 60,000 industry professionals. CAA members are invested in over 11,000 multifamily units in the City of Chula Vista. As you may know, the State of California has been heralded for having the “strongest tenant protections in the nation” through the adoption of AB 1482 (Chiu) in 2019. This legislation established a statewide, consistent standard to protect renters from excessive rent increases and arbitrary evictions. While we may not agree with all of the policy changes to AB 1482 made in SB 567, consistency with state law allows for better compliance and consistent implementation across the state. Section 9.65.080(D)(1) which mimics AB 567 penalty provision by providing that non -compliant owners can be held liable for treble damages and punitive damages in the event the owner is found to have acted willfully or with malice. While we do not defend th e actions of such property owners, we would argue that the civil penalties and treble/punitive damages are intended to serve the same purpose and conclude that the city should use choose one or the other and not both. We appreciate the stakeholder process and the proactive communication and transparency from city staff. Thank you for the opportunity to submit comments prior to the finalized ordinance changes. Stacey Kurz and her team truly go above and beyond to keep stakeholder partners informed. We hope to continue to work together towards an ordinance that is fair for housing providers and tenants. Sincerely, Melanie Woods Vice President, Local Public Affairs California Apartment Association CAA Services: Events and Education Insurance Tenant Screening You don't often get email from. Learn why this is important Page 856 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Empower individuals & families ●Build community resilience ●Promote housing opportunities ●Enhance quality of life HOUSING & HOMELESS SERVICES Item 7.2 Residential Tenant Protection Amendments February 20, 2024 Page 857 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda History of CA Tenant Protections Assembly Bill 1482, Tenant Protection Act of 2019 •Requires justification for termination of tenancy, disclosures, and established annual rent cap •Exempts certain property types •Allows local jurisdictions to adopt protections if they are more restrictive At -Fault Just Cause No-Fault Just Cause Non-payment of rent Non-compliance with lease terms Nuisance Commit Waste Criminal activity Illegal subletting Refusal of entry to landlord Using premises for unlawful activity Failure to vacate after employment Failure to deliver possession Removal from rental market Demolition of property Substantial rehabilitation Government order Owner or family move-in Examples of Exempt Properties Single-family non-business entity Duplex -Owner occupies one unit Page 858 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Council Referral 9/14/21 Substantial Remodel Claims •Concerns over gaps in no fault terminations & harassment Page 859 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Local Residential Tenant Protections https://chulavistaca.gov/landlordtenant Chula Vista Municipal Code (CVMC) 9.65 •Adopted November 1, 2022 •Exempt Properties –Identical to AB1482 with exception of property age •Disclosures updated to add CVMC 9.65 Page 860 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Residential Tenant Protections CVMC 9.65 No-Fault Just Cause Terminations •2 or more rented units on same property must notify City •3 or more (Residential Rental Complex) must provide Relocation benefits = 2 or 3 (elderly/disabled) months greater of SAFMR or current rent •Right of First Return within 2 years / Penalties for returning to market after withdrawal Page 861 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Impact Dashboard https://chulavistaca.gov/landlordtenant from 3/1/2023 –2/13/2024 Page 862 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Impact Dashboard https://chulavistaca.gov/landlordtenant Page 863 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Senate Bill 567 (effective April 1, 2024) Amends State Civil Code Tenant Protection Provisions •Increased requirements for •owner/family move-in and associated termination notices •demolition or substantial remodel termination notices •Further defines owner and criteria for occupying •Increases liability and expands enforcement authority Page 864 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda •9.65.030 Definitions •Added “owner occupant” and “beneficial owner” as it relates to the owner move-in requirements •9.65.060 No-Fault Terminations •Family/Owner move-in basis requires occupancy within 90 days for 12 continuous months •Substantial Remodel doesn’t allow the Owner to require the tenant to vacate on any days where they could continue living in the unit Amendments to CVMC 9.65 Compliance with SB567 Page 865 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda •9.65.070 Notice •Additional noticing requirements for Owner/Family move-in and Substantial Remodel or Demolition •Requires the Owner to offer the unit to the Tenant who vacated if the intended occupant fails to timely move in or continuously reside in the unit Amendments to CVMC 9.65 Compliance with SB567 Page 866 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda •9.65.080 –Enforcement & Remedies •Civil action award of 3 x actual damages and punitive damages •Civil penalties revert to CVMC 1.41 (up $2,500 per violation per day) •Except violations of 9.65.050 (Harassment & Retaliation), which remain at $5,000 per violation per day) Amendments to CVMC 9.65 Adjusting Enforcement & Remedies Page 867 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Empower individuals & families ●Build community resilience ●Promote housing opportunities ●Enhance quality of life Recommendation Adopt Amendments to CVMC 9.65, effective April 1, 2024, to remain consistent with state law, update civil administrative penalties, and continue to provide increased protections to tenants in complexes of 3 or more units upon no-fault termination of tenancy. Page 868 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Written Communications Item # Al Name C f7 " % L.C D" CHULA VISTA, CA 91910 Honorable Mayor & City Council 02/20/24 Chula Vista's renters can receive a huge financial benefit with the addition of the following Clause to The "Tenant Protection Ordinance ": The Logic behind such a clause is simple. City Staff's presentation at the December 12 2023 Council meeting revealed that 1YQ fines were issued during the first year of the TPO's enforcement. Obviously, with so few "Bad Actors", there is no need to threaten hundreds of good intention Landlords and Tenants with massive $5,000.00 daily fines. Such a threat forces Mom & Pop property owners to take the precaution of raising rents on thousands of Tenants. Remember... It is not only the fine which causes a rent increase but also the THREAT of a fine which triggers such an action. Obviously, upon receiving a warning, the vast majority of good intention individuals would gladly come into compliance, while the few unscrupulous Tenants and Landlords will attempt to circumvent the law. An added bonus of such a notification procedure is that a warning simplifies the process of identifying and levying fines against "Bad Actors". tice_____ to ------cure 01 f ?AN / ` W 1 DO The Logic behind such a clause is simple. City Staff's presentation at the December 12 2023 Council meeting revealed that 1YQ fines were issued during the first year of the TPO's enforcement. Obviously, with so few "Bad Actors", there is no need to threaten hundreds of good intention Landlords and Tenants with massive $5,000.00 daily fines. Such a threat forces Mom & Pop property owners to take the precaution of raising rents on thousands of Tenants. Remember... It is not only the fine which causes a rent increase but also the THREAT of a fine which triggers such an action. Obviously, upon receiving a warning, the vast majority of good intention individuals would gladly come into compliance, while the few unscrupulous Tenants and Landlords will attempt to circumvent the law. An added bonus of such a notification procedure is that a warning simplifies the process of identifying and levying fines against "Bad Actors". Page 869 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Huge Negative Side Effects If No Warning Is Issued: The lack of a warning virtually guarantees a procedural error will be committed by someone. When a tenant relocates out of the area, the last thing on their mind is filling out forms for the City. With no warning Mom &Pop Landlords will be forced to raise rents to accommodate for such a contingency. Additionally, when owners of large complexes become aware no warning will be issued, you can bet they will prepare by "Jacking" rents again. Do not be mislead by some City Staff members claiming it is not their intention to levy fine for inadvertent mistakes. Such a claim is incorrect. Staff levies fines when the City needs money. Example: when our Downtown sidewalk widening project went over budget, Staff sent La Bella a bill for $39,000.00. Another example of City Staff issued fines: In 2008 a tenant of ours requested permission to install a Garden Window. I said "Sure... just make sure to secure all required permits". He informed me his company (The Window Factory) had installed hundreds of windows in Chula Vista. He assured me as long as the size of the retrofitted window is not altered, no permit was required. Unbeknownst to the tenant (Mark Wilson), Chula Vista was short on funds because of the 2008 construction slow down. The Building Department moved most inspectors over to "Code Enforcement" to generate income. An inspector passing by noticed the crew installing the garden window and issued at fine in excess of $500.00 for lack of permits. Mr. Wilson politely informed the inspector that a permit was not required. The inspector was adamant. Obviously it was cheaper to pay the 500.00 fine then hire and attorney at a cost of thousands. I can, go on forever detailing Staff's selective interpretation of city codes. Page 2 of 6 Page 870 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda A Quick Analogy.: Many years ago, my son secured every teenager's dream job. Tony obtained employment with Mammoth Mountain Ski Resort which came the coveted benefit of FREE LIFT TICKETS. One day everyone received a notice all employees would soon be administered a drug test. The reason for the notice was quite simple. Management did not want to catch employees taking drugs, MANAGEMENT WANTED EMPLOYEES NOT TO DO DRUGS. Likewise... the Purpose of The "Tennant Protection Ordinance"' is to protect tenants. It's purpose is NOT to force Landlords to raise rents. Please Include in the TPO the Clause "11Totice to cure must first be given before an administrative citation or civil nenab mai be issued". Such an addition would provide the dual benefit of separating reputable Landlords and Tenants from unscrupulous individuals while simultaneously slowing the ever rising rents which is devastating the tenants and homeless of our community. Thank You. oaeoh fI. qlao PS: Supporting Data: A) Areas where we all can agree: 1) Threatening Landlords and Tenants who have made inadvertent mistakes with $5,000.00 daily fines is causing the most harm to tenants. Clause 9.65.080C2 states: "Civil penalties for violations of this chapter may be assessed at a rate not to exceed S5,Q00 der Page 871 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda vioLadanner day., When a violation occurs it is not required that a warning or notice to cure must first be given before an administrative citation or civil penalty may be issued." and clause 9.65.060E states: Reporting Requirements. Owners and Tenant shall provide City with information regarding termination 4f Tenancies at such time(s) and with such details as shall be required by City in the attendant Administrative Regulations. Translation: Tenant makes a mistake, Landlord gets a $5,000.00 daily fine. 2) Landlords of the *36,033 rental units (*Staff supplied data.) must raise rents in order impound funds to pay the potential fines of those who have made inadvertent errors. B) The City Council is probably unaware that City Staff is not required receive Council's direction when modifying The TPO's Administrative Regulations: City Staff is authorized to change rules at will regarding the enforcement of the "Tenant Protection Ordinance" without consulting The City Council. Most tenants who voluntarily move away may be unaware they may required to complete forms 'Informing city staff the details of a relocation. See Clause 9.65.060E above. Such an absent of action a tenant's part forces landlords to substantially raise rents in preparation of potential $5,000.00 daily fines to follow. Q City Council was warned a year ago the Tenant Protection Ordinance would cause a massive increase in homelessness. Although there are many causes for homelessness in our community, most can agree, high rents is a huge contributing factor. I can state unequivocally The Tenant Protection Ordinance is what is forcing this Landlord to raise rents. Page 4 of 6 Page 872 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda D) City Staff Supplied Data Supporting Conclusions: 1) Chula Vista Population: 283,972 (Chula Vista - U.S. Census Bureau QuickFacts) 2) Average number of individuals in each household: 3.31 (Chula Vista - U.S. Census Bureau QuickFacts) 3) Percentage Chula Vista housing which are rentals. 42% (Data compiled by City Staff ) 4) Number of Chula Vista Rental Units: 36,033 Population of Chula Vista (283,072) divided by the average number of people residing zn each Residence (3.31) equals 85,792 multiplied the percentage of residences which are rentals (42°0} equals the approximate number of Chula Vista rental units. (36,033) 5}Approximate number of Chula Vista renters: 119,268 (CV Population 283,972 x .42% — 1191,268) 6) Approximate Average Monthly Chula Vista Rent: $3,047.00 (See attached CV Staff provided "Relocation Assistance" Pic below - Average of Line 2nd from bottom) 7) With no right to cure, amount of daily fine levied if Landlord or Tenant inadvertently makes a paperwork error when Tenant terminates lease and moves: $5,000.00 (Clauses 9.65.060 E and 9.65.080 C2 of Residential Landlord and Tenant Ordinance" ) 8) Maxim average monthly rent increase allowed .. $304.70 ($3047.00 x 10%. California AB -1482 S%plus inflation Max 10%) 9) Average number of months required for Landlord to impound a I day fine: 16.41 ($5000.00 divided by $304.70) Page 5 of 6 Page 873 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 10) $10,979,255.00: The approximate total monthly maximum rent increase levied on Chula Vista Renters if Landlords are forced to impound funds to the pay daily fines: (36, 033 Rental Units multipliedIP by the 10%mcg allowed rent adjustment $304.70 = $10,979,255.00) 11 ) 596 New Homeless: Approximate number of Homeless created if one half of one percent of Chula Vista renters are forced out of their homes by the rent increases caused by the Tenant Protection Ordinance: CV Population 283,972 x 42% — 119,268 x .5% — 596) U.S. DepartinentMOf1-10using and Urban Development SmallAreaFairMarketRent (April 2022) Exhibit 'z Comparisoll Of Survey Data vs, SA NIH 3 32 33 Vi 2,130 51 1,48 S SSW Page 6 of 6 Efficlenc 1. Y Bedroonj 2 Bedroom 3 Bedroom l d,-Oorr 2,040 3.640 4,450 1,430 5,1,580 2,030 2,820 3,,150 1,440 51,600 2,050 2,850 3,490 2,110 2,340 3,000 4,170 5,100 2,360 2,610 3,350$4,650 7 0 0 7,:360 2,010 X3,350 4.650 55,700 1,925) 2,130 2-733 3,797 4,;y7181 51,628 1,80? 52,311 53,,} 1, 0 Exhibit 'z Comparisoll Of Survey Data vs, SA NIH 3 32 33 Vi 2,130 51 1,48 S SSW Page 6 of 6 Page 874 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda September 6, 2023 Greetings Mayor McCann, Once again, we are in the planning stages of our annual Day of the Child family event which is set to take place on Saturday, April 27, 2024, at Memorial Park in Chula Vista. This event will be a unique event celebrating our children and the community. Our theme for 2024 is “Little Voices, Loud Futures.” Thank you for your sponsorship this past April 2023. We are again offering you an opportunity to join us as a sponsor for this event and enjoy a great community experience. Thousands of children and their families are expected. Expect a safe, fun, and memorable event for the entire family which features: Hands-on children’s activities throughout the park Classic Car Show Health Pavilion Two Stages with non-stop entertainment Food area with various options Art Pavilion As a Sponsor, the City of Chula Vista will have the opportunity to benefit from your affiliation with Chula Vista Community Collaborative, as a reputable partner here in Chula Vista. Sponsoring the event allows us to bring in talent and create an experience that brings in the children and their families. It also provides you with valuable promotional and on-site exposure to the most influential demographics in the area. There are several ways to support the CVCC DAY OF THE CHILD. We invite you to look at some of the levels available on the attached pages, and then complete the form to help us create a package that works for you. The Chula Vista Community Collaborative (CVCC) works to ensure collaboration among partners and stakeholders in CVCC draws together all sectors of the local community to develop coordinated strategies and systems that protect the health, safety, and wellness of residents. The role of CVCC is to work with partner organizations in Chula Vista and the South Bay to share information and resources that strengthen families and communities. CVCC elevates the needs and voice of the community and works to ensure seamless access to needed services. CVCC facilitates/co-facilitates various issue-based coalitions to increase awareness and address local issues and trends that impact families. ALL SPONSORSHIP LEVELS ARE NEGOTIABLE FOR MORE INFORMATION CONTACT Angela Tomlinson, Director of CVCC Jovita Arellano, Event Coordinator Angela.tomlison@cvesd.org Jovita.arellano@cvesd.org (619) 243-6994 (619) 227-4588 www.chulavistacc.org Page 875 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda 2024 CVCC DAY OF THE CHILD SPONSORSHIP OPPORTUNITIES We are offering you an opportunity to join us as a sponsor for this event and enjoy a great community experience. Thousands of children and their families are expected. Our theme for 2024 is “Little Voices, Loud Futures.” DAY OF THE CHILD is set to take place on Saturday, April 27, 2024, at Memorial Park in Chula Vista. This event will be a unique event celebrating our children and the community. Expect a safe, fun, and memorable event for the entire family which features: Hands-on children’s activities throughout the park Classic Car Show Health Pavilion Two Stages with non-stop entertainment Food area with various options Art Pavilion As a Sponsor, your business will have the opportunity to benefit from your affiliation with Chula Vista Community Collaborative, as a reputable non-profit in San Diego. Sponsoring the event allows us to bring in talent and create an experience that brings in the children and their families. It also provides you with valuable promotional and on-site exposure to the most influential demographics in the area. There are several ways to support the CVCC DAY OF THE CHILD. We invite you to look at some of the levels available on the following pages, and then complete the form to help us create a package that works for you. PRESENTING SPONSOR - $10,000 The PRESENTING Sponsor is the major and most visible sponsor of the event and is exclusive to only one Company. As the PRESENTING Sponsor you will be included in all the promotional and media materials in the following way: “Day of the Child [Brought to you by: Name of Title Sponsor].” Additionally, as the Presenting Sponsor you receive: • Your name will be listed in our promotional and media materials as the Presenting Sponsor; • Company logo and link to your business placed on CVCC website; • Company mentions on stage during the event; • Your banners placed on the main stage and at the main entrances (exclusive to Presenting Sponsor) and other prime locations at event; • Company name/logo in marketing campaign: Print and Advertising, Festival Flyers/Posters, Email Marketing Campaign, Radio Campaign and T-shirts; • Two premier booth locations for direct promotional marketing (opportunity for giveaways/raffles of promotional items); • Recognition of company on all event/organization social media pages; • Special onsite interview opportunities if applicable with any TV or Radio media. ** Your $10,000 will go towards providing over 2,440 families per year with services ranging from food, clothing, Cal Fresh, Medical and Cal Works enrollment. Services are available to all members of the community, regardless of their circumstances. Page 876 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda CHAMPION SPONSOR - $8,000 As a Champion Sponsor: • Your name will be listed in our promotional and media materials as a Champion Sponsor; • Company logo and link to your business placed on CVCC website; • Company mentions on the PA system during the event; • Your banners placed at prime locations at event; • Company name/logo in marketing campaign: Print, Festival Flyers/Posters, Email Marketing Campaign, Radio Campaign and T-shirts; • One premier booth location for direct promotional marketing (opportunity for giveaways/raffles of promotional items); • Recognition of company on all event/organization social media pages; and • Special onsite interview opportunities if applicable with any TV or Radio media. ** Your $8,000 will go towards providing over 2,000 families per year with services ranging from food, clothing, Cal Fresh, Medical and Cal Works enrollment. Services are available to all members of the community, regardless of their circumstances. HANDS-ON SPONSOR - $5,000 As a Hands-On Sponsor: • Your name will be listed in our promotional and media materials as a Hands-On; • Your banners placed throughout sponsored area/pavilion; • Company name listed as a Hands-On Sponsor in event materials; • Company name/logo on marketing campaign, including Festival Flyers/Posters, Email Marketing Campaign and T-shirts; • One 10x10 booth for direct promotional marketing; and • Recognition of company in all event/organization social media pages. ** Your $5,000 will go towards 400 food boxes and 100 gift cards for our families and their children. CHALLENGE SPONSOR - $1,000 As a Challenge Sponsor: • Your name will be listed in our promotional and media materials as a Challenge Sponsor; • Company name listed as Challenge Sponsor in event program; • Company name in marketing campaign (Festival Flyers/Posters). • One 10x10 booth for direct promotional marketing; and • Recognition of company in all event/organization social media pages. ** Your $1,000 will go towards over 60 food boxes for our families and their children. Page 877 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda COMMUNITY SPONSOR - $800 As a Community Sponsor: • Your business name will be listed on the PROMO MATERIAL; • You will receive a 10x10 booth to promote your service or product; • Company name listed as a Community Sponsor in event program; and • Recognition of company or organization on all event/organization social media pages. ** Your $800 will go towards 160 gas cards for our families and their children. IN-KIND DONATIONS - $300+ Your company can receive promotion, brand recognition and visibility. Opportunities for in-kind donations include, but are not limited to: • Water Bottle Stations for Volunteer and Ground Crew • Food for Volunteer and Ground Crew • Street barricades and traffic safety, tents, porta potties, tables, and chairs rentals • Signage, promotional materials • Security • Printing • Entertainment • Promotional material In exchange for an in-kind donation, you will receive recognition of your name or business in all event/organization social media pages. GENERAL CONTRACT INFORMATION Written confirmation is due no later than February 16, 2024. A signed contract is confirmation of and assurance of participation. Contract stipulations are subject to change. Payment: Fifty percent (50%) of the sponsorship fee must be paid along with a signed contract. The remaining balance is due no later than April 2, 2024. Full payment must be received before participation is permitted. –––––––––––––––––––––––––––––––––––––––––––––––––––––– Family Friendly: The Day of the Child is an alcohol and tobacco free event. It offers activities and attractions for families and children and general admission is FREE. New Consumers: This event will provide direct contact with thousands of potential new customers over a brief period. Promote your business to new and diverse markets. Media: This event will draw significant print and internet media, radio, and TV coverage in English and Spanish outlets. Brand Promotion: Sponsors will have opportunities to include all promotional and media materials, radio, stage announcements and TV coverage depending on the level of sponsorship. Page 878 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda –––––––––––––––––––––––––––––––––––––––––––––––––––––– ALL SPONSORSHIP LEVELS ARE NEGOTIABLE Yes! My company ____________________ would like to sponsor the 2024 Day of the Child event. Make check payable to: Chula Vista Community Collaborative Sponsor Contact Information Name: _______________________________________ Company: ____________________________________________________________ Address, City, State, Zip: ________________________________________________ Phone: _______________________________________ Email: _______________________________________ Please mail completed form with payment to 540 G Street, Chula Vista CA 91910– Attention: Day of the Child As part of your Sponsorship and depending on the level, you are entitled to have a booth(s) at the event Will you have a booth at the event? ___ No ___ Yes (if yes, please complete the following questions) Phone # to list on program: ___________________________ Name of person who will be at booth on the day of the event (if different from above): Name: ______________________________ Email Address: ______________________________ Cell Phone: ___________________________ Please note - Standard booth space is 10’ x 10. CVCC will provide equipment as noted in sponsor level. (If you can bring your own, please let us know). For banner placement on stage, banners must be received by CVCC by April 19, 2024. If additional space or equipment is needed, please list: _________________________________________________________________________________________ Please provide a brief description of interactive activities that you will have at your booth _________________________________________________________________________________________ _________________________________________________________________________________________ FOR MORE INFORMATION CONTACT Angela Tomlinson, Director of CVCC Jovita Arellano, Event Coordinator Angela.tomlison@cvesd.org Jovita.arellano@cvesd.org (619) 243-6994 (619) 227-4588 Page 879 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda www.chulavistacc.org ONE PAGER 2024 CVCC DAY OF THE CHILD SPONSORSHIP OPPORTUNITIES WE ARE EXPECTING OVER 5,000 FAMILIES AND CHILDREN! DAY OF THE CHILD is set to take place on Saturday, April 27, 2024, at Memorial Park in Chula Vista. This event will be a unique event celebrating our children and the community. The Chula Vista Community Collaborative (CVCC) works to ensure collaboration among partners and stakeholders in CVCC draws together all sectors of the local community to develop coordinated strategies and systems that protect the health, safety, and wellness of residents. The role of CVCC is to work with partner organizations in Chula Vista and the South Bay to share information and resources that strengthen families and communities. CVCC elevates the needs and voice of the community and works to ensure seamless access to needed services. CVCC facilitates/co-facilitates various issue-based coalitions to increase awareness and address local issues and trends that impact families. Expect a safe, fun, and memorable event for the entire family which features: ALL SPONSORSHIP LEVELS ARE NEGOTIABLE All Sponsors who donate more than $500 will receive: Booth space (as indicated) ✓ One table ✓ Two chairs ✓ One canopy ✓ Name or Logo on marketing material depending on level of support ✓ Recognition on chulavistacc.org website depending on level of support FOR MORE INFORMATION CONTACT Angela Tomlinson, Director of CVCC Jovita Arellano, Event Coordinator Angela.tomlison@cvesd.org Jovita.arellano@cvesd.org (619) 243-6994 (619) 227-4588 www.chulavistacc.org Page 880 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 881 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda Page 882 of 882 City of Chula Vista - City Council February 20, 2024 Post Agenda