HomeMy WebLinkAbout2025/08/05 Post Agenda Packet
Date:Tuesday, August 5, 2025, 5:00 p.m.
Location:Council Chambers, 276 Fourth Avenue, Chula Vista, CA
REGULAR CITY COUNCIL AND MUNICIPAL FINANCING AUTHORITY AND SPECIAL HOUSING
AUTHORITY MEETING
Notice is hereby given that the Mayor has called and will convene a special meeting of the Housing Authority
meeting jointly with the City Council and Municipal Financing Authority at the time 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 the day of the meeting at noon for a
regular meeting or three hours before the start time for a special 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 Americans with 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 Regulations: To promote transparency and fairness in the governmental decision-making
process, there are rules to prevent public officials from being unfairly influenced by contributors to their
campaigns. The type of activity these laws were enacted to limit is often referred to as “pay-to-play,” and is
governed in California by Government Code section 84308. Parties to any proceedings involving a “license,
permit, or other entitlement for use,” as that term is defined in the Political Reform Act, pending before the City
Council must disclose any campaign contribution over $500 (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 Regulations Apply: Yes" on this agenda indicates that the item is subject to these regulations.
PUBLIC PARTICIPATION
Complete Agenda Packet: The 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 additional speakers are
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 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 Comments 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
specified on the agenda. Closed session may be held 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.
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.
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 2 of 849
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 Oaths of Office
Planning Commission
- Tim Jones
Measure A Citizens' Oversight Committee
- Jennifer Carbuccia
4.2 Presentation by Ann Moore, Chula Vista Port Commissioner, and The McGarey
Group on a Sports and Hospitality Concept Affiliated with an Elite Professional
Athlete, Located in the Otay District of the Chula Vista Bayfront
13
4.3 Presentation of a Proclamation Celebrating International Youth Day in the City of
Chula Vista
4.4 Presentation of a Proclamation Celebrating the Bonita Valley Girls Softball 8U
Gold Team Winning the 2025 8U Gold State Champions Title
4.5 Presentation of a Proclamation Celebrating the Bonita Valley Girls Softball 10U
Bronze Team Winning the 2025 10U Bronze State Champions Title
4.6 Presentation of a Proclamation Celebrating the Sweetwater Valley Little League
All Star 10U Team for Winning the Southern California Tournament
5.CONSENT CALENDAR (Items 5.1 through 5.10)
Consent calendar items are considered together and acted upon by one motion. There is
no separate discussion of these items unless the Mayor or a City Councilmember
removes the item from the consent calendar. Items removed from the consent calendar
will be heard as action items.
RECOMMENDED ACTION:
City Council approve the recommended action on the below consent calendar items.
5.1 Approve Meeting Minutes 46
RECOMMENDED ACTION:
Approve the minutes dated: July 8, July 14 (Special), July 22 (Special), July 22,
July 28 (Special), 2025
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.
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 3 of 849
5.3 Speed Limit Establishment: Adopt an Ordinance for the Following Segments:
Palomar Street Between Bay Boulevard to Walnut Avenue/Frontage Road and
Bob Pletcher Way Between Millenia Avenue to Wolf Canyon Loop
75
Report Number: 25-0169
Location: Palomar Street Between Bay Boulevard to Walnut Avenue/Frontage
Road Bob Pletcher Way Between Millenia Avenue to Wolf Canyon Loop
Department: Engineering
G.C. § 84308 Regulations Apply: No
Environmental Notice: This Project qualifies for a Categorical Exemption pursuant
to California Environmental Quality Act State Guidelines Section 15301 Class 1
(Existing Facilities) and Section 15061(b)(3).
RECOMMENDED ACTION:
Adopt an ordinance establishing the speed limits at the following segments: (1)
Palomar Street between Bay Boulevard and Walnut Avenue/Frontage Road at 30
miles per hour (mph), (2) Bob Pletcher Way between Millenia Avenue and Wolf
Canyon Loop at 25 mph, and amending Schedule X of the Register maintained in
the office of the City Engineer to reflect the established speed limits. (Second
Reading and Adoption)
5.4 Electric Micromobility Vehicles: Adopt an Electric Micromobility Vehicle Ordinance 109
Report Number: 25-0173
Location: No specific geographic location
Department: City Manager, City Attorney, Police, & Engineering
G.C. § 84308 Regulations Apply: 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 adding Chapter 10.73 (Electric Micromobility Vehicles) and
amending Chapters 10.08 (Definitions) and 5.67 (Shared Micro-Mobility Device
Pilot Program) of the Chula Vista Municipal Code, addressing rules governing the
use of electric micromobility vehicles within the City. (Second Reading and
Adoption)
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 4 of 849
5.5 Municipal Code Update: Adopt Ordinances to Repeal and Adopt Updated Fire
Hazard Severity Zones, Special Vegetation Management Areas, Resilience
Measures, and Defensible Space Program
137
Report Number: 25-0168
Location: Areas within the City designated as Fire Hazard Severity Zones as
defined by the Office of the State Fire Marshal and/or Special Designated
Vegetation Management Areas as determined by the Chula Vista Fire Chief.
Department: Fire
G.C. § 84308 Regulations Apply: 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. 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 the following ordinances: A) Amending Chula Vista Municipal Code
Chapter 15.34 (Fire Zones) to adopt revised Fire Hazard Severity Zones as
identified by the State Fire Marshal and pursuant to Government Code Section
51178, along with a Special Designated Vegetation Management Area and
Wildfire Resilience Measures (Second Reading and Adoption); and B) Amending
Chula Vista Municipal Code Chapter 8.32 (Weed Abatement) to adopt revised
Defensible Space and Vegetation Management requirements for areas within the
newly mapped Fire Hazard Severity Zones, and Citywide. (Second Reading and
Adoption)
5.6 Contract Award and CIP Appropriation: Accept Bids and Award a Public Works
Contract to Tri-Group Construction & Development, Inc. for TRF0415 and
TRF0411 and Amend Fiscal Year 2025-26 Capital Improvement Budget by
Appropriating Funds to TRF0415
167
Report Number: Report Number: 25-0197
Location: Intersections of Telegraph Canyon Road/Old Telegraph Canyon Road,
Telegraph Canyon Road/Medical Center Drive, and Quintard Street, between
First Avenue and Second Avenue.
Department: Engineering
G.C. § 84308 Regulations Apply: No
Environmental Notice: The Project qualifies for a Categorical Exemption pursuant
to the California Environmental Quality Act State Guidelines Section 15301 Class
1 (Existing Facilities), Section 15302 Class 2 (Replacement or Reconstruction),
and Section 15303 Class 3 (New Construction or Conversion of Small
Structures.)
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 5 of 849
RECOMMENDED ACTION:
Adopt a resolution (1) accepting bids and awarding a public works contract to Tri-
Group Construction & Development, Inc. for the Telegraph Canyon Road Raised
Median Improvements (TRF0415) and Pedestrian Improvements at Uncontrolled
Mid-Block Crosswalk at Castle Park Middle School (TRF0411) project; and (2)
amending the fiscal year 2025-26 Capital Improvement Program budget by
transferring $150,000 in TransNet funds from Pavement Major Rehab Program
FY25 (STM0404) to Telegraph Canyon Road Raised Median Improvements
(TRF0415) for completion of the project. (4/5 Vote Required)
5.7 Ambulance Transport System Purchase: Appropriate Transport Enterprise Funds
for the Purchase of One Type I Ambulance and Three Type II Ambulances and
the Required Outfitting
183
Report Number: 25-0162
Location: No specific geographic location
Department: Fire
G.C. § 84308 Regulations Apply: 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 amending the fiscal year 2025-26 adopted budget by
appropriating available fund balance in the Transport Enterprise Fund for the
addition of one (1) Type I ambulance and three (3) Type II ambulances and
equipment for the Transport Enterprise Fund. (4/5 Vote Required)
5.8 Grant Acceptance and Appropriation: Accept a Grant From the U.S. Department
of Homeland Security for Operation Stonegarden and Appropriate Funds
189
Report Number: 25-0202
Location: No specific geographic location
Department: Police
G.C. § 84308 Regulations Apply: 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 accepting grant funds in the amount of $100,000 from the U.S.
Department of Homeland Security for Operation Stonegarden and appropriating
said funds to the Police Grants Section of the Federal Grants Fund. (4/5 Vote
Required)
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 6 of 849
5.9 Agreement: Approve an Agreement with IntelAgree, LLC For a Contract Lifecycle
Management Platform and Waive the Competitive Process and Approve an
Agreement with Elevate Services, Inc. for Implementation and Integration of the
IntelAgree Platform
194
Report Number: 25-0191
Location: No specific geographic location
Department: City Manager and Finance
G.C. § 84308 Regulations Apply: Yes
Environmental Notice: This 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:
Adopt a resolution 1) Approving an agreement with IntelAgree, LLC, for a
Contract Lifecycle Management platform and 2) Waiving the competitive process
and approving an agreement with Elevate Services, Inc. for implementation and
integration services of the IntelAgree Platform.
5.10 Housing Bonds: Bond Inducement for the Proposed Enclave Montecito 96-Unit
Affordable Housing Complex in Otay Ranch Village 2
220
Report Number: 25-0203
Location: Southwest Corner of Santa Victoria Road and Santa Diana Road
(Village 2)
Department: Housing and Homeless Services
G.C. § 84308 Regulations Apply: No
Environmental Notice: The proposed Project is adequately covered in the
previously adopted Final Supplemental Environmental Impact Report (“FSEIR”)
for the Otay Ranch Village Two Comprehensive SPA Plan Amendment (FSEIR
12-01; SCH #2003091012; and incorporated by reference in City Council
Resolution No. 2014-207 on November 4, 2014). No additional environmental
review is required.
RECOMMENDED ACTION:
Adopt a resolution of the Chula Vista Housing Authority regarding its intention to
issue up to $25 million in tax-exempt bond obligations for the 96-unit Enclave
Montecito development.
6.PUBLIC COMMENTS 228
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
August 5, 2025 City Council Post Agenda Page 7 of 849
7.ACTION ITEMS
7.1 Consider Items Removed From the Consent Calendar, if Any
Consider items removed from the consent calendar by the Mayor or a City
Councilmember, if any. If no items were removed from the consent calendar, this
item will be withdrawn.
7.2 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. 07-I, 12-I, 13-I, and 2001-1 Approve the Issuance of Special
Tax Refunding Bonds
257
Report Number: 25-0184
Location: Community Facilities District No. 07-I, Community Facilities District No.
12-I, Community Facilities District No. 13-I and Community Facilities District No.
2001-1
Department: Finance
G.C. § 84308 Regulations Apply: 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
August 5, 2025 City Council Post Agenda Page 8 of 849
RECOMMENDED ACTION:
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 2025 Special Tax
Refunding Bonds in a principal amount not to exceed eight million
dollars ($8,000,000) 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. 12-I (McMillan Otay Ranch Village
Seven), adopt a resolution authorizing the issuance of its 2025 Special
Tax Refunding Bonds in a principal amount not to exceed six million
dollars ($6,000,000) 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. 13-I (Otay Ranch Village Seven), adopt
a resolution authorizing the issuance of its 2025 Special Tax Refunding
Bonds in a principal amount not to exceed two million dollars
($2,000,000) 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. 2001-1 (San Miguel Ranch), adopt a
resolution authorizing the issuance of its Improvement Area B 2025
Special Tax Refunding Bonds in a principal amount not to exceed three
million ($3,000,000) and approving certain documents and taking certain
other actions in connection therewith.
D.
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
nineteen million dollars ($19,000,000) and approving certain documents
and taking certain other actions in connection therewith.
E.
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 9 of 849
7.3 Improvement District Annual Report: Approve the 2025 Annual Report for the
Downtown Chula Vista Property-Based Improvement District
738
Report Number: 25-0110
Location: An approximately sixteen-block area along Third Avenue commercial
corridor, bounded by E Street to the north, Church Avenue to the east, Landis
Avenue to the west, and I Street to the south. The property-based business
improvement district also includes one block on F Street where the City of Chula
Vista central library and police station are located.
Department: Economic Development
G.C. § 84308 Regulations Apply: 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 approving the 2025 Annual Report for the Downtown Chula
Vista Property-Based Improvement District.
7.4 Campaign Contributions: Consider Revisions to Municipal Code Chapter 2.52
Regarding Various Provisions of the Campaign Contribution Ordinance
761
Report Number: 25-0195
Location: No specific geographic location
Department: City Clerk & City Attorney
G.C. § 84308 Regulations Apply: 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:
Place an ordinance on first reading to make comprehensive updates to the Chula
Vista Campaign Contribution Ordinance, Municipal Code Chapter 2.52, including
contribution limits, sources of contributions, time period for accepting
contributions, rules for outstanding loans and debt, complaint processing, and
removing duplicative provisions. (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 817
9.1 Update on Chula Vista Police Department Geographical Police Patrol "Beat"
Areas
818
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 10 of 849
10.MAYOR’S REPORTS
10.1 Consider Appointment of a Voting Delegate and Alternates for the 2025 League
of California Cities Annual Conference
833
Location: No specific geographic location
G.C. § 84308 Regulations Apply: 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 appointing a voting delegate and alternates for the 2025 League of
California Cities Annual Conference being held in Long Beach, October 8 - 10.
10.2 Consider Rescinding Action Taken by Council on 7/8/25, Regarding the Decision
Not to Reappoint Dr. Christos Korgan to the Sustainability Commission and to
Vacate the Seat; and, If Rescinded, Reconsider Dr. Korgan's Reappointment to
a Second Term
Location: No specific geographic location
G.C. § 84308 Regulations Apply: 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, as appropriate, rescinding the action taken by the City
Council on July 8, 2025, not to reappoint Dr. Christos Korgan and to
vacate the seat on the Sustainability Commission; and,
1.
If the prior action is rescinded, reconsider the reappointment of Dr.
Korgan to a second term on the Sustainability Commission.
2.
11.COUNCILMEMBERS’ REPORTS 837
11.1 Councilmember Preciado:838
Ratification of Appointment to the Health, Wellness, and Aging Commission
- John Cressler
12.CITY CLERK'S REPORTS
13.CITY ATTORNEY'S REPORTS
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)
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda Page 11 of 849
14.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to
Government Code Section 54956.9(d)(1)
847
Name of case: City of Chula Vista v. Slade Fischer, et al., San Diego Superior
Court, Case No. 24CU006375C
15.ADJOURNMENT
to the regular City Council meeting on September 9, 2025, 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
August 5, 2025 City Council Post Agenda Page 12 of 849
Chula Vista Bayfront Update
Chula Vista City Council
Vice Chair Ann MoorePage 13 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
2
Chula Vista Bayfront Master Plan
Transformation in Progress –Phase 1
Page 14 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
3
Chula Vista Bayfront Master Plan
Transformation in Progress – Phase 3
Page 15 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
4
Unsolicited Proposal Overview
•Sports and hospitality
concept affiliated with an
elite professional athlete
•Complementary uses
include:
•Popstroke
•Water Polo academy
•Retail village and dining
•Health and wellness facility
•IMAX theatre
•Multi-purpose stadium
•Blue tech & aquaculture
space
•Parking
Page 16 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
5
Divaris Group of Companies
Mr. Gerald Divaris Chairman and CEO
4525 Main Street, Suite 900
Virginia Beach, VA 23462
(757) 497-2113
gdivaris@divaris.com
www.divaris.com
The McGarey Group, A Divaris Group Company
Mr. F. Denver McGarey, CEO and President
12 Elkton Drive
Pinehurst, NC 28374
(910) 758-0098
denver@themcgareygroup.com
www.themcgareygroup.com
Tucker Sadler Architects
Mr. Greg Mueller, Design Principal and CEO
1747 Hancock Street, Suite A
San Diego, CA 92101
(619) 277-9478
gmueller@tuckersadler.com
www.tuckersadler.com.com
5
Page 17 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
6
Port Master Plan – Chula Vista Bayfront
Project list for the 124-acre Otay District (Phase 3)
includes:
•237 space RV park (Commercial Recreation at 14
acres)
•Roadway and infrastructure improvements
•Wetland and upland habitat creation, restoration and
enhancement (Telegraph Canyon Creek and no -touch
buffers)
•24 -acre passive public park
•Two parcels designated Industrial Business Park (O-1
at 18 acres and O-4 at 28 acres)
•From CCC staff report: “No specific projects are
proposed in the area designated Industrial Business
Park, and future development projects in those areas
would require a PMPA.”
Page 18 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
7
Recent Actions
1.Board of Port Commissioners received a presentation on July 15
a.Considered Port Code and Board Policy surrounding unsolicited proposals.
b.Considered relevant factors including:
•Market demand/location
•Unique project features
•Strength of development team
•Time and resource savings.
2.Board voted unanimously to:
a.Adopt a resolution waiving the requirement for a competitive process pursuant to Board of Port
Commissioners Policy No. 360; and
b.Adopt a resolution authorizing staff to negotiate and enter into a six (6) month Exclusive Negotiating
Agreement (ENA) with The McGarey Group.
Page 19 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
8
What the ENA is Not
•It is NOT a Development Agreement.
•It is NOT a Lease of Port land.
•It is NOT a Financing Agreement.
•It is NOT a formal CEQA review.
•It is NOT a Funding Commitment by the Port.
•It is NOT a "Deal."
The ENA is an opportunity for preliminary discussions and negotiations and
additional study, evaluation and advancement of its concepts.
Page 20 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
9
Next Steps
1.Negotiate and Enter into 6-Month ENA with Developer
a. Confirm agreement between elite professional athlete and developer
b.Prepare market study for primary and adjacent uses
c.Confirm the need for geographic exclusivity based on market study
d.Explore project description/understand adjacent uses
e.Outline preliminary development/entitlement approach
f.Negotiate labor agreements
g.Develop public outreach plan
h.Develop community benefits plan
i.Conduct outreach to CVB stakeholders, City of Chula Vista, WAG and public
2.District to engage in preliminary discussion with State Lands during ENA
3.Report to Board at a future Open Session meeting.
Page 21 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 22 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Divaris Group of Companies
Mr. Gerald Divaris Chairman and CEO
4525 Main Street, Suite 900
Virginia Beach, VA 23462
(757) 497-2113
gdivaris@divaris.com
www.divaris.com
The McGarey Group, A Divaris Group Company
Mr. F. Denver McGarey, CEO and President
12 Elkton Drive
Pinehurst, NC 28374
(910) 758-0098
denver@themcgareygroup.com
www.themcgareygroup.com
Tucker Sadler Architects
Mr. Greg Mueller, Design Principal and CEO
1747 Hancock Street, Suite A
San Diego, CA 92101
(619) 277-9478
gmueller@tuckersadler.com
www.tuckersadler.com.com 11Page 23 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Introduction
Greg Mueller
CEO & Design Principal
Tucker Sadler Architects, a nationally certified minority -
owned, and small business enterprise, is based in San Diego
with a six-decade legacy of delivering complex, high-profile
projects across the U.S. and abroad. Known for inclusive
design and deep community engagement, Tucker Sadler
fosters trust and collaboration among diverse stakeholders
to create vibrant public spaces rooted in community pride.
The firm’s portfolio spans every building type and sector,
with a longstanding reputation for quality, accountability,
and lasting client relationships.
12
Page 24 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
13
A World Class Team
•Westgate Entertainment District Glendale, AZ
•Ka Makana Ali’i Shopping Center West Oahu, HI
•Virginia Beach Town Center Virginia Beach, VA
•Gallery Place Washinton, DC
•Atlantic Station Atlanta, GA
•Desert Ridge Marketplace Phoenix, AZ
•Modelo Mixed Use Development Commerce, CA
•Hanover Broadway Retail Oakland, CA
•Manchester Pacific Gateway San Diego, CA
•Harbor Park at Cabrillo Way San Pedro, CA
•Bryant Street Pier Development San Francisco, CA 13
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Westgate Entertainment District turned former agricultural fields into a
vibrant, high-density mixed -use district. Today, it’s a dynamic hub of
light, sound, and energy —anchoring Glendale’s sports, retail, and
entertainment scene.
Westgate Entertainment District
Anchored by a Multi-Purpose arena and a
30-screen theater, the Entertainment
District features:
•Six 15-story office towers
•Three hotels
•Six 10-story residential/retail lofts
•Expansive event lawns
•223 Acres at full build out
•8 million SF of retail, residential,
hotel, and office space
•612,000 SF multi-purpose arena
•1.7 million SF stadium
•78,000 SF theater and arts center
14
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•Destination hub for sport, waterfront vitality, and Chula Vista pride --
a unique convergence of culture, community, and coast.
•Latinx and cross-border culture embedded throughout retail, dining, and
gathering spaces reflect regional identity.
•Capturing demand from the 7.1M -strong Cali-Baja Region -- a
magnetic draw for a vibrant, binational audience.
A Global Destination
15
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The Rise of Racket Sports in North America
•Racket Sports have seen explosive growth across North
America, with participation surging by double and even
triple digits for four consecutive years.
•Pickleball has now surpassed 19 million players in the
U.S., solidifying its title as fastest growing sport in
America.
•Tennis participation in the U.S has grown by 34% since
2019, rising from 17.7 million players to over 25.7 million
in 2024.16
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•Inclusive design throughout the site – Universal accessibility ensures ease
of use for individuals of all physical abilities.
•Accessible athletics for all ages with affordable access to
professional grade sports education.
•Programs for underserved & at-risk youth-- Sports and mentorship
opportunities for local youth, including those with disabilities.
•Health and wellness education – Integrated programs focused on physical
fitness, nutrition, and mental well -being for all ages.
A Destination for All
17
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Job creation at every level – From construction to operations, the project creates
meaningful employment across the San Diego region.
Commitment to union labor – The Development team has signed an MOU with
regional unions and looks forward to negotiating Project Labor Agreements (PLA).
Regional economic boost - Drives year-round activity through new restaurants,
retail, events, and recreation.
Stewardship of the waterfront – Revives an underutilized shoreline with lasting
public access, ecological care, and year -round activation.
Opportunities for Sports Scholarship Programs – Supports pathways to higher
education through athletic excellence.
Wide range of certification programs: Yoga, Fitness, Nutrition, Lifeguard,
Management, Operations, and more.
Educational Programs for Regional K-12 and Higher Education through
partnerships with the sports programs, theater, and wellness center
Local, Regional, and International Tournaments – Attracts visitors and
strengthens Chula Vista’s role as a global sports destination.
Regional Community Benefits
18
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•64.9 acres of open space (51% of the site) – Prioritizes nature, walkability,
and gathering spaces throughout the development.
•Community outreach and engagement – Ensures South Bay residents are
directly and actively involved in wellness programs, sports, cultural events,
and activities across the property.
•Discounted rates for the South Bay community – Ensures affordability and
equitable access to facilities and programs.
•Exposure to new sports and experiences – Introduces youth and families
to a range of sports they might not otherwise access.
•Water Polo, Swimming, Tennis, Golf, Padel Ball
•Additional playing fields for Soccer, Rugby, Lacrosse, Baseball
•Inclusion of local artisans, merchants, and retailers – Showcases South
Bay’s unique culture and supports small business growth.
•Reconnect the South Bay community to the waterfront –
creates new public spaces and waterfront access for the community.
South Bay Community Benefits
19
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20
Master Plans Comparison
PROPOSED LAND USE DEVELOPMENT PLANLOCALLY APPROVED LAND USE DEVELOPMENT PLAN
CITY OF CHULA VISTA & PORT OF SAN DIEGO
Source: www.portofsandiego.org
•2,828,105 / 64.9 ACRES OF OPEN AREA
(INCLUDES ACTIVE, PASSIVE, BUFFER AND PUBLIC ZONES)
•300,00 SF RETAIL / CULTURAL DEVELOPMENT
•1,418,000 SF - SPORTS/ WELLNESS DEVELOPMENT
(INCLUDES POPSTROKE, WATERPOLO, TENNIS, SOCCER AND SPORTS WELLNESS)
•722,970 SF - HOTELS
•464,250 SF - OFFICES / BUSINESS ZONE Page 32 of 849
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Pangaea Campus Plan
21
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Pangaea Open Space Plan
22
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Built-In Environmental Protections
•22.9-acre “No Touch Buffer” (Lot OP-2A): Native habitat
restoration planned to offset impacts and enhance ecosystem
function
•100-foot buffer zones maintained from Wildlife Refuge and J
Street Marsh
•No public access to buffer areas
•Bird-strike mitigation through downward-shielded lighting,
non-reflective building design, and glass articulation
•Only native plants in buffers and restoration areas
•No trees in or near buffers to prevent raptor
perching/nesting
23
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Aerial View
24
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Aerial View
25
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26
Retail / Entertainment and Dining Plaza
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27
Elite Athlete Sponsored Sports Centre Campus
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Viewing Theatre
28
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29
Hotel & Wellness Center
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30
Retail / Entertainment Aerial View
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31
6-8 Water Polo Academy Aerial View
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32
Incorporating the Big Idea
During the Exclusive Negotiation
Agreement (ENA) process, the
Development Team will:
•Enter into an ENA with the
Port of San Diego
•Negotiate Project Labor Agreements
(PLAs) with the Unions
•Identify key partners in the development
•Develop public outreach participation
plan
•Develop community benefits plan
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City of Chula Vista
Regular City Council Meeting
MINUTES
Date:
Location:
July 8, 2025, 5:00 p.m.
Council Chambers, 276 Fourth Avenue, Chula Vista, CA
Present: Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Mayor McCann
Absent: Councilmember Preciado
Also Present: City Manager Kachadoorian, City Attorney Verdugo, City Clerk
Bigelow, Deputy Director of City Clerk Services Turner
Minutes are prepared and ordered to correspond to the agenda.
_____________________________________________________________________
1. CALL TO ORDER
The meeting was called to order at 5:00 p.m.
Deputy Mayor Chavez joined the meeting at 5:01 p.m.
2. ROLL CALL
City Clerk Bigelow called the roll.
3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE
Led by Deputy Director, City Clerk Services Turner.
Mayor McCann called for a moment of silence in honor of the victims of the recent
flooding in Texas.
4. SPECIAL ORDERS OF THE DAY
4.1 Presentation of a Proclamation Proclaiming July 2025 as Parks and
Recreation Month in the City of Chula Vista
The proclamation was presented.
4.2 Presentation of a Proclamation Celebrating the 60th Anniversary of
Metropolitan Area Advisory Committee's (MAAC's) Incorporation in the City
of Chula Vista
The proclamation was presented.
4.3 Presentation of a Proclamation Proclaiming July 8th as Mr. Chula Vista Day
in the City of Chula Vista
The proclamation was presented.
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2025-07-08 Regular City Council Meeting Minutes
Page 2
5. CONSENT CALENDAR (Items 5.1 through 5.7)
John Acosta, Chula Vista resident, spoke in opposition to Item 5.3.
Mayor McCann stated that, due to potential property-related conflicts of interest, he
would abstain from voting on Item 5.4B, and Councilmember Inzunza would abstain from
voting on Item 5.4C.
Councilmember Fernandez stated he would abstain from voting on Item 5.6 due to a
potential financial-related conflict of interest.
Councilmember Inzunza stated that, while he does not have a financial conflict of
interest, he wished to disclose that his spouse is employed in a capacity related to Item
5.6.
Moved by Deputy Mayor Chavez
Seconded by Councilmember Fernandez
To approve the recommended actions appearing below consent calendar Items 5.1
through 5.4A, 5.5 and 5.7. The headings were read, text waived. The motion was carried
by the following vote:
Yes (4): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember Inzunza,
and Mayor McCann
Result, Carried (4 to 0)
Moved by Deputy Mayor Chavez
Seconded by Councilmember Fernandez
To approve the recommended action appearing below consent calendar Item 5.4B. The
heading was read, text waived. The motion was carried by the following vote:
Yes (3): Deputy Mayor Chavez, Councilmember Fernandez, and Councilmember
Inzunza
Abstain (1): Mayor McCann
Result, Carried (3 to 0)
Moved by Deputy Mayor Chavez
Seconded by Councilmember Fernandez
To approve the recommended action appearing below consent calendar Item 5.4C. The
heading was read, text waived. The motion was carried by the following vote:
Yes (3): Deputy Mayor Chavez, Councilmember Fernandez, and Mayor McCann
Abstain (1): Councilmember Inzunza
Result, Carried (3 to 0)
Moved by Deputy Mayor Chavez
Seconded by Councilmember Fernandez
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To approve the recommended actions appearing below consent calendar Item 5.6 The
heading was read, text waived. The motion was carried by the following vote:
Yes (4): Deputy Mayor Chavez, Councilmember Inzunza, Councilmember Preciado, and
Mayor McCann
Abstain (1): Councilmember Fernandez
Result, Carried (4 to 0)
5.1 Approve Meeting Minutes
Approve the minutes dated: June 17, 2025.
5.2 Waive Reading of Text of Resolutions and Ordinances
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 Consider Requests for Excused Absences
Approve an excused absence for Councilmember Inzunza from the June 17, 2025,
City Council meeting.
5.4 Community Facilities Districts: Approve the Levy of Special Taxes and
Collectibles for Fiscal Year 2025-26
Adopt resolutions: A) Levying special taxes to be collected to pay the costs of
facilities and services for Community Facilities Districts 97-3, 98-3, 99-2, 2000-1,
2001-1, 2001-2, 07-I, 08-I, 08-M, 09-M, 11-M, 12-I, 12-M, 13-I, 13-M, 14-M, 14-M2,
16-I, 18-M and 19-M within the City of Chula Vista and designating the Director of
Finance to file a list of taxes to be levied on each parcel with the County auditor
each year; B) Levying special taxes to be collected to pay the cost of facilities and
services for Community Facilities Districts 06-I and 07-M within the City of Chula
Vista and designating the Director of Finance to file a list of taxes to be levied on
each parcel with the County auditor each year; and C) Levying special taxes to be
collected to pay the cost of facilities and services for Community Facilities Districts
97-1, 97-2, and 99-1 within the City of Chula Vista and designating the Director of
Finance to file a list of taxes to be levied on each parcel with the County auditor
each year.
Item 5.4 headings:
A) RESOLUTION NO. 2025-106 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA LEVYING SPECIAL TAXES TO BE COLLECTED TO PAY THE
COSTS OF FACILITIES AND SERVICES FOR COMMUNITY FACILITIES
DISTRICTS 97-3, 98-3, 99-2, 2000-1, 2001-1, 2001-2, 07-I, 08-I, 08-M, 09-M, 11-
M, 12-I, 12-M, 13-I, 13-M, 14-M, 14-M2, 16-I, 18-M, AND 19-M WITHIN THE CITY
OF CHULA VISTA AND DESIGNATING THE DIRECTOR OF FINANCE TO FILE A
LIST OF TAXES TO BE LEVIED ON EACH PARCEL WITH THE COUNTY
AUDITOR EACH YEAR
B) RESOLUTION NO. 2025-107 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA LEVYING SPECIAL TAXES TO BE COLLECTED TO PAY THE
COSTS OF FACILITIES AND SERVICES FOR COMMUNITY FACILITIES
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DISTRICTS 06-I AND 07-M WITHIN THE CITY OF CHULA VISTA AND
DESIGNATING THE DIRECTOR OF FINANCE TO FILE A LIST OF TAXES TO BE
LEVIED ON EACH PARCEL WITH THE COUNTY AUDITOR EACH YEAR
C) RESOLUTION NO. 2025-108 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA LEVYING SPECIAL TAXES TO BE COLLECTED TO PAY THE
COSTS OF FACILITIES AND SERVICES FOR COMMUNITY FACILITIES
DISTRICTS 97-1, 97-2, AND 99-1 WITHIN THE CITY OF CHULA VISTA AND
DESIGNATING THE DIRECTOR OF FINANCE TO FILE A LIST OF TAXES TO BE
LEVIED ON EACH PARCEL WITH THE COUNTY AUDITOR EACH YEAR
5.5 Agreement: Approve a Consultant Services Agreement with Hinderliter, De
Llamas & Associates (“HdL”) to Provide Sales and Use Tax and Transactions
and Use Tax Auditing and Information Services
Adopt a resolution approving a consultant services agreement for sales and use
tax and transactions and use tax audit services between the City of Chula Vista
and HdL for Fiscal Years 2025-26 through 2029-30.
Item 5.5 heading:
RESOLUTION NO. 2025-109 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING A CONSULTANT SERVICES AGREEMENT BETWEEN THE
CITY AND HINDERLITER, DE LLAMAS AND ASSOCIATES TO PROVIDE SALES
AND USE TAX, TRANSACTION TAX AUDIT AND INFORMATION SERVICES
5.6 Millenia Library Building: Approve a Letter of Intent with Sweetwater Union
High School District for Tenancy
Adopt a resolution approving a Letter of Intent with Sweetwater Union High School
District for an approximate 8,420 square foot tenancy in the Millenia Library
Building to support educational programs, primarily the Launch Virtual Academy.
Item 5.6 heading:
RESOLUTION NO. 2025-110 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING LETTER OF INTENT BETWEEN THE CITY AND
SWEETWATER UNION HIGH SCHOOL DISTRICT FOR USE OF SPACE IN THE
CITY-OWNED BUILDING LOCATED AT 1775 MILLENIA AVENUE
5.7 Employee Compensation and Positions: Approve Classification Plan and
Compensation Schedule; Position Counts; Revised Compensation Schedule;
Updated Conflict of Interest Code; and Budget Amendments
Adopt resolutions: A) Amending the Classification Plan and Compensation
Schedule to reflect the addition and deletion of position titles and amending the
authorized position count in various departments; B) Approving the revised Fiscal
Year 2025-26 Compensation Schedule effective July 11, 2025, as required by the
California Code of Regulations, Title 2, Section 570.5; (C) Modifying the appendix
to the local Conflict of Interest Code to revise the list of designated employees who
are required to file Statements of Economic Interest (Form 700); and (D) Amending
the Fiscal Year 2025-26 budget. (4/5 Vote Required)
Item 5.7 headings:
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A) RESOLUTION NO. 2025-111 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AMENDING THE CLASSIFICATION PLAN AND COMPENSATION
SCHEDULE TO REFLECT THE ADDITION AND DELETION OF POSITION
TITLES AND AMENDING THE AUTHORIZED POSITION COUNT IN VARIOUS
CITY DEPARTMENTS
B) RESOLUTION NO. 2025-112 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE REVISED FISCAL YEAR 2025-26
COMPENSATION SCHEDULE EFFECTIVE JULY 11, 2025, AS REQUIRED BY
CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5
C) RESOLUTION NO. 2025-113 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
D) RESOLUTION NO. 2025-114 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA MAKING VARIOUS AMENDMENTS TO THE FISCAL YEAR 2025-
26 BUDGET (4/5 VOTE REQUIRED)
6. PUBLIC COMMENTS
The following members of the public expressed concerns about members of the City
Council:
John Acosta, Chula Vista resident
Dana Erickson, Chula Vista resident
Martin Calvo, Chula Vista resident, spoke regarding an abandoned property in the San
Miguel community.
Chris Thomsen spoke regarding mobile home parking regulations.
Delia Dominguez-Cervantes, Chula Vista resident, commended the Police Department
for a recent interaction and spoke regarding matters related to homelessness.
Brandon Claypool spoke regarding matters related to homelessness.
Heidi Paris, Chula Vista resident, spoke regarding unlawful property management.
Mary Davis, Chula Vista resident, spoke regarding the state mileage tax.
The following members of the public submitted written comments in opposition to special
orders items:
Rob
Jenne
7. PUBLIC HEARINGS
7.1 Open Space Maintenance Districts: Approve Levying the Assessments and
Collectibles for Fiscal Year 2025-26
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
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Mayor McCann opened the public hearing.
John Acosta, spoke in support of additional parking surrounding parks.
There being no further members of the public who wished to speak, Mayor
McCann closed the public hearing.
Mayor McCann stated that, due to potential property-related conflicts of interest, he
would abstain from voting on Item 7.1D, Deputy Mayor Chavez would abstain from
voting on Item 7.1C and that the public hearing for Item 7.1B would be continued to
the City Council meeting on July 22, 2025.
Mayor McCann and Deputy Mayor Chavez left the dais during the discussion and
voting on Item 7.12D and 7.1C, respectively.
Mayor McCann reopened the public hearing for Item 7.1B to continue the
item to July 22, 2025 and then closed the public hearing.
Moved by Mayor McCann
Seconded by Deputy Mayor Chavez
To adopt Resolution No. 2025-115 (Item 7.1A), heading read, text waived. The
motion was carried by the following vote:
Yes (4): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, and Mayor McCann
Result, Carried (4 to 0)
RESOLUTION NO. 2025-115 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA LEVYING THE ASSESSMENTS AND COLLECTIBLES FOR FISCAL YEAR
2025-26 FOR OPEN SPACE DISTRICTS 2 THROUGH 11, 14, 15, 17, 18, 20
(ZONES 1 THROUGH 4, 6, 8 AND 9), 23, 24, 26, 31, 33, EASTLAKE
MAINTENANCE DISTRICT NO 1, TOWN CENTRE MAINTENANCE DISTRICT,
AND BAY BOULEVARD MAINTENANCE DISTRICT
Moved by Mayor McCann
Seconded by Councilmember Fernandez
To adopt Resolution No. 2025-116 (Item 7.1C), the heading was read, text waived.
The motion was carried by the following vote:
Yes (3): Councilmember Fernandez, Councilmember Inzunza, and Mayor McCann
Abstain (1): Deputy Mayor Chavez
Result, Carried (3 to 0)
RESOLUTION NO. 2025-116 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA LEVYING THE ASSESSMENTS AND COLLECTIBLES FOR FISCAL YEAR
2025-26 FOR OPEN SPACE DISTRICT 20 ZONE 5
Moved by Deputy Mayor Chavez
Seconded by Councilmember Inzunza
To adopt Resolution No.2025-117 (Item 7.1D), the heading was read, text waived.
The motion was carried by the following vote:
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Yes (3): Deputy Mayor Chavez, Councilmember Fernandez, and Councilmember
Inzunza
Abstain (1): Mayor McCann
Result, Carried (3 to 0)
RESOLUTION NO. 2025-117 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA LEVYING THE ASSESSMENTS AND COLLECTIBLES FOR FISCAL YEAR
2025-26 FOR OPEN SPACE DISTRICT 20 ZONE 7
7.2 Vacation of Easements: Vacate an Easement at 318 Fourth Avenue and a
Portion of an Easement at 434 F Street
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Mayor McCann opened the public hearing. There being no members of the public
who wished to speak, Mayor McCann closed the public hearing.
Moved by Mayor McCann
Seconded by Deputy Mayor Chavez
To adopt Resolution Nos. 2025-118 and 2025-119, the headings were read, text
waived. The motion was carried by the following vote:
Yes (4): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, and Mayor McCann
Result, Carried (4 to 0)
Item 7.2 headings:
A) RESOLUTION NO. 2025-118 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA VACATING AN EASEMENT FOR INGRESS AND EGRESS FOR
DRIVEWAY PURPOSES AND INCIDENTAL PURPOSES AT 318 FOURTH
AVENUE
B) RESOLUTION NO. 2025-119 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA VACATING A PORTION OF AN EASEMENT FOR DRAINAGE AND
ALL STRUCTURES AND INCIDENTAL PURPOSES LOCATED AT 434 F STREET
7.3 Municipal Code Update: Repeal and Adopt Updated Fire Hazard Severity
Zones, Special Vegetation Management Areas, Resilience Measures, and
Defensible Space Program
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Mayor McCann opened the public hearing.
John Acosta, a Chula Vista resident, spoke in support of assisting seniors with yard
maintenance to help reduce fire hazards.
There being no further members of the public who wished to speak, Mayor
McCann closed the public hearing.
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Mayor McCann and Deputy Mayor Chavez stated they would abstain from voting
on Item 7.3 due to a potential property-related conflict of interest.
Mayor McCann reopened the public hearing, continued the item to the City Council
meeting on July 22, 2025, at 5:00 p.m., and then closed the public hearing.
8. ACTION ITEMS
8.1 Consider Items Removed From the Consent Calendar, if Any
There were none.
8.2 Agreement: Approve an Agreement with Macias Gini & O’Connell, LLP to
Provide Internal Audit Services
Director of Finance Schoen gave a presentation.
Moved by Mayor McCann
Seconded by Councilmember Fernandez
To adopt Resolution No. 2025-120, the heading was read, text waived. The motion
was carried by the following vote:
Yes (4): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, and Mayor McCann
Result, Carried (4 to 0)
Item 8.2 heading:
RESOLUTION NO. 2025-120 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING A CONSULTANT SERVICES AGREEMENT FOR INTERNAL
AUDIT SERVICES BETWEEN THE CITY AND MACIAS GINI & O’CONNELL, LLP
8.3 Electric Micromobility Vehicles: Adopt an Electric Micromobility Vehicle
Ordinance
Assistant City Manager Allen gave a presentation and announced that the revised
documents had been distributed, and action on the item would be based on the
revised version.
John Acosta, Chula Vista resident, spoke in opposition to the item.
The meeting was recessed at 6:33 p.m. and resumed at 6:41 p.m.
Moved by Councilmember Inzunza
Seconded by Mayor McCann
To place the below ordinance on first reading, the heading was read, text waived.
The motion was carried by the following vote:
Yes (4): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, and Mayor McCann
Result, Carried (4 to 0)
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Item 8.3 heading:
ORDINANCE OF THE CITY OF CHULA VISTA AMENDING VARIOUS SECTIONS
OF CHULA VISTA MUNICIPAL CODE CHAPTER 5.67 (SHARED MICRO-
MOBILITY DEVICE PILOT PROGRAM) BY AMENDING SECTION 5.67.020 AND
REPEALING SECTION 5.67.090 IN ITS ENTIRETY, AMENDING VARIOUS
SECTIONS OF CHULA VISTA MUNICIPAL CODE CHAPTER 10.08 (VEHICLES
AND TRAFFIC – DEFINITIONS) BY ADDING SECTIONS 10.08.101, 10.08.102,
10.08.103, 10.08.125, AND 10.08.126, AND ADDING CHAPTER 10.73
(ELECTRIC MICROMOBILITY VEHICLES) TO THE CHULA VISTA MUNICIPAL
CODE TO CLARIFY EXISTING REQUIREMENTS AND ADD NEW
REQUIREMENTS RELATED TO ELECTRIC MICROMOBILITY VEHICLES (FIRST
READING)
8.4 Planning Commission Vacancy: Nominate Applicants to be Interviewed,
Determine a Date and Time for an Open Meeting to Conduct Interviews of All
Qualified Applicants Who Receive Two or More Nominations to Fill One
Vacancy on the Planning Commission
City Clerk Bigelow provided information on the Planning Commission vacancy and
stated the nomination forms were available for public review and retained in the
City Clerk's Office.
There were no members of the public who requested to speak regarding the item.
The nomination forms for the Planning Commission vacancy were distributed to
Council.
Councilmembers completed their nomination forms and submitted them to City
Clerk Bigelow. City Clerk Bigelow announced that the following individuals had
received two or more nominations for the Planning Commission seat and would be
invited to interview: Judy Alvarez Gallardo, Tim Jones, Janet Knowlton, and James
Smyth.
There was a consensus of the City Council to set the date for the Planning
Commission interviews for July 22, 2025 at 3:00 p.m.
9. PUBLIC COMMENTS (CONTINUED)
There were none.
10. CITY MANAGER’S REPORTS
There were none.
11. MAYOR’S REPORTS
Mayor McCann reported on attendance at recent events and made community
announcements.
11.1 Boards and Commissions: Consider Annual Reappointments
REAPPOINTMENTS TO FIRST TERMS (Initial term less than two years)
Rita Beyers, Board of Library Trustees
Isabella Glinsky, Board of Library Trustees
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Felix Sablan, Cultural Arts Commission
Morgan Murphy, Health, Wellness, and Aging Commission
Tiffany Hecklinski, Human Relations Commission
Marlano Batson, Privacy Protection and Technology Advisory
Commission
Richard Pulido, Privacy Protection and Technology Advisory Commission
REAPPOINTMENTS TO SECOND TERMS
William Gersten, Board of Ethics
Monica Montano, Health, Wellness, and Aging Commission
Vikki Robinson Opeodu, Housing and Homelessness Advisory
Commission
Christian Gomez, Human Relations Commission
Mopelola Olaoye, Human Relations Commission
Jim Combs, Planning Commission
John Knox, Sustainability Commission
Christos Korgan, Sustainability Commission
Arnold Luke, Traffic Safety Commission
Francia Castro, Veterans Advisory Commission
Lynne Pine, Veterans Advisory Commission
A motion was made by Councilmember Inzunza, seconded by Councilmember
Fernandez, to approve the reappointments for all commissioners for their first and
second terms, and remove Christos Korgan and vacate his seat on the
Sustainability Commission.
The following action was taken on a substitute motion:
Moved by Mayor McCann
Seconded by Councilmember Fernandez
To bifurcate the item and first vote to reappoint all members to first and second
terms, as presented, except for Christos Korgan.
Yes (2): Councilmember Fernandez, and Mayor McCann
No (2): Deputy Mayor Chavez, and Councilmember Preciado
Result, Defeated (2 to 2)
The City Council returned to the main motion:
Moved by Councilmember Inzunza
Seconded by Councilmember Fernandez
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To ratify the listed reappointments, as presented, excluding the reappointment of
Christos Korgan and to vacate his seat on the Sustainability Commission.
Yes (3): Deputy Mayor Chavez, Councilmember Fernandez, and Councilmember
Inzunza
No (1): Mayor McCann
Result, Carried (3 to 1)
12. COUNCILMEMBERS’ REPORTS
Councilmembers reported on attendance at recent events and made community
announcements.
12.1 Councilmember Inzunza: Ratify an Appointment to the Measure A Citizens'
Oversight Committee: Jennifer Carbuccia
Item was not heard.
13. CITY CLERK'S REPORTS
There were none.
14. CITY ATTORNEY'S REPORTS
There were none.
15. 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.
City Attorney Verdugo announced that the City Council would convene in closed session
to discuss the items listed below. He stated that Item 15.1C had been withdrawn and
would not be discussed.
The meeting was recessed at 7:32 p.m. and reconvened in closed session at 7:39 p.m.,
with all members present except Councilmember Preciado.
15.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to
Government Code Section 54956.9(d)(1)
A) Name of case: Just Construction, Inc. v City of Chula Vista, San Diego Superior
Court, Case No. 37-2023-44536-CU-BC-CTL
Action: No reportable action
B) Name of case: American Civil Liberties Union of Southern California v. Chula
Vista Police Department, San Diego Superior Court, Case No. 37-2024-20320-CU-
WM-CTL
Action: No reportable action
C) Name of case: Eric Crockett v City of Chula Vista, et al., San Diego Superior
Court, Case No. 37-2024-12828-CU-OE-CTL
Action: Withdrawn
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D) Name of case: Snow v. City of Chula Vista, et al., San Diego Superior Court,
Case No. 24CU029358C
Action: No reportable action
16. ADJOURNMENT
The meeting was adjourned at 7:48 p.m.
Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services
_________________________
Kerry K. Bigelow, MMC, City Clerk
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City of Chula Vista
Special City Council Meeting
MINUTES
Date:
Location:
July 14, 2025, 5:00 p.m.
Council Chambers, 276 Fourth Avenue, Chula Vista, CA
Present: Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, Mayor McCann
Also Present: City Manager Kachadoorian, City Attorney Verdugo, City Clerk
Bigelow, Deputy Director of City Clerk Services Turner
Minutes are prepared and ordered to correspond to the agenda.
_____________________________________________________________________
1. CALL TO ORDER
The meeting was called to order at 5:00 p.m.
2. ROLL CALL
City Clerk Bigelow called the roll.
Mayor McCann led the Pledge of Allegiance.
3. ACTION ITEMS
3.1 Presentation by Republic Services to Provide an Update on the Status of
Trash Service and Impacts to the Community
Alberto Guardado, Area Vice President representing Republic Services, provided
an oral report.
The following members of the public spoke regarding the item:
Elroy Kihano, Chula Vista resident
Phillip Ellsworth, Chula Vista resident
Rick Hatcher
Robert
John Acosta, Chula Vista resident
Alan C.
Ansermio Estrada, Chula Vista resident
Marco Briones
Mary Davis
Heriberto Salas
Paula Whitsell, Chula Vista resident
Jaime Vasquez, representing Teachers Local Union 542
Michael Gorski, Chula Vista resident
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Russ Hall, Chula Vista resident
Mat Kostrinky
Cassius Vo
Adan Pelayo
Daniel Uriarte
City Council discussion ensued.
4. ADJOURNMENT
The meeting was adjourned at 6:26 p.m.
Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services
_________________________
Kerry K. Bigelow, MMC, City Clerk
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Page 1
City of Chula Vista
Special City Council Meeting
MINUTES
Date:
Location:
July 22, 2025, 3:00 p.m.
City Hall, Bldg. A, Executive Conference Room #103
276 Fourth Avenue, Chula Vista, CA
Present: Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, Mayor McCann
Also Present: City Attorney Verdugo, City Clerk Bigelow, Deputy Director, City Clerk
Services Malone, Deputy City Clerk Lafarga
Minutes are prepared and ordered to correspond to the agenda.
_____________________________________________________________________
1. CALL TO ORDER
The meeting was called to order at 3:08 p.m.
2. ROLL CALL
City Clerk Bigelow called the roll.
3. ACTION ITEMS
3.1 Interviews and Consideration of Appointment to Fill One At-Large Vacancy
on the Planning Commission
City Clerk Bigelow provided information on the item.
Robert spoke regarding the item.
The City Council discussed the questions that would be asked of each applicant
and conducted the interviews.
Robert spoke regarding the item.
Moved by Mayor McCann
Seconded by Councilmember Fernandez
To appoint Tim Jones to fill the at-large vacancy on the Planning Commission,
replacing Commissioner Krista Burroughs. The motion was carried by the following
vote:
Yes (5): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
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4. ADJOURNMENT
The meeting was adjourned at 4:09 p.m.
Minutes prepared by: Karina Lafarga, City Clerk
_________________________
Kerry K. Bigelow, MMC, City Clerk
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City of Chula Vista
Regular City Council Meeting
MINUTES
Date:
Location:
July 22, 2025, 5:00 p.m.
Council Chambers, 276 Fourth Avenue, Chula Vista, CA
Present: Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, Mayor McCann
Also Present: City Manager Kachadoorian, City Attorney Verdugo, City Clerk
Bigelow, Deputy Director of City Clerk Services Turner
Minutes are prepared and ordered to correspond to the agenda.
_____________________________________________________________________
1. CALL TO ORDER
The meeting was called to order at 5:00 p.m.
2. ROLL CALL
City Clerk Bigelow called the roll.
3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE
Led by City Manager Kachadoorian.
4. SPECIAL ORDERS OF THE DAY
4.1 Presentation by Del Mar Fairground Chief Communications Officer Tristan
Hallman Regarding the 2050 Project, a Master Site Planning Initiative to
Shape the Future of the Del Mar Fairgrounds
Tristan Hallman, representing the Del Mar Fairgrounds, gave a presentation on the
item.
4.2 Presentation of a Proclamation Proclaiming July 22, 2025 as Alexa Lima Day
in the City of Chula Vista
The proclamation was presented.
4.3 Presentation by Cultural Arts Manager Erwin Magbanua of the 2025
McCandliss Arts Award Recipients: Sofia Petroulias, Jeffrey Bettger, and
Trevor Braaten
Cultural Arts Manager Magbanua presented the awards.
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5. CONSENT CALENDAR (Items 5.1 through 5.9)
The following members of the public spoke regarding various matters related to the
consent calendar:
John Acosta, Chula Vista resident
Robert
Moved by Mayor McCann
Seconded by Councilmember Fernandez
To approve the recommended actions appearing below consent calendar Items 5.1
through 5.9. The headings were read, text waived. The motion was carried by the
following vote:
Yes (5): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember Inzunza,
Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
5.1 Waive Reading of Text of Resolutions and Ordinances
Approve a motion to read only the title and waive the reading of the text of all
resolutions and ordinances at this meeting.
5.2 Consider Requests for Excused Absences
Approve a request to excuse Councilmember Preciado from the July 8, 2025, City
Council meeting.
5.3 Grant Award and Appropriation: Accept a Grant from the California
Governor’s Office of Emergency Services for the Paul Coverdell Forensic
Science Improvement Program and Appropriate Funds
Adopt a resolution accepting grant funds in the amount of $53,787 from the
California Governor’s Office of Emergency Services and appropriating the funds to
the supplies and services category of the Police Grant Section of the Federal
Grants Fund. (4/5 Vote Required)
Item 5.3 heading:
RESOLUTION NO. 2025-121 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING GRANT FUNDS FROM THE CALIFORNIA GOVERNOR’S
OFFICE OF EMERGENCY SERVICES FOR THE COVERDELL FORENSIC
SCIENCE IMPROVEMENT PROGRAM AND AMENDING THE FISCAL YEAR
2025-26 BUDGET TO APPROPRIATE FUNDS THEREFOR (4/5 VOTE
REQUIRED)
5.4 Grant Acceptance and Appropriation: Accept a Grant from the California
Highway Patrol for a Cannabis Tax Fund Grant Program and Appropriate
Funds to the Police Grants Section of the State Grants Fund
Robert submitted written comments expressing a netural position on the item.
Adopt a resolution accepting grant funds in the amount of $487,624.82 from the
California Highway Patrol to be used for the Cannabis Tax Fund Grant Program
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and appropriating the funds to the Police Grants Section of the State Grants Fund.
(4/5 Vote Required)
Item 5.4 heading:
RESOLUTION NO. 2025-122 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING GRANT FUNDS FROM THE CALIFORNIA HIGHWAY
PATROL FOR THE CANNABIS TAX FUND GRANT PROGRAM AND AMENDING
THE FISCAL YEAR 2025-26 BUDGET TO APPROPRIATE FUNDS THEREFOR
(4/5 VOTE REQUIRED)
5.5 Mutual Aid Reimbursement: Update the Approval of Terms and Conditions
for Fire Department Response Away From Their Official Duty Station and
Assigned to an Emergency Incident
Adopt a resolution updating and approving the terms and conditions for Fire
Department response away from their official duty station and assigned to an
emergency incident.
Item 5.5 heading:
RESOLUTION NO. 2025-123 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA IDENTIFYING THE TERMS AND CONDITIONS FOR FIRE DEPARTMENT
RESPONSE AWAY FROM THEIR OFFICIAL DUTY STATION AND ASSIGNED TO
AN EMERGENCY INCIDENT
5.6 Affordable Housing: Extension of Existing City of Chula Vista Loan Terms
and Restrictive Covenants for the Seniors on Broadway Development
Adopt a resolution approving the extension of the existing loan and restrictive
covenants for the Seniors on Broadway affordable housing development, initiating
a new 55-year term, in connection with the planned rehabilitation of the property
located at 845 Broadway, Chula Vista, CA 91911.
Item 5.6 heading:
RESOLUTION NO. 2025-124 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING THE EXTENSION OF AN EXISTING LOAN AND
RESTRICTIVE COVENANTS FOR THE SENIORS ON BROADWAY
AFFORDABLE HOUSING DEVELOPMENT LOCATED AT 845 BROADWAY IN
CONNECTION WITH A PLANNED REHABILITATION
5.7 Community Facilities District: Declare Intention to Form Community
Facilities District No. 2024-2 (Moss Street)
Adopt resolutions A) approving the proposed boundaries of proposed Community
Facilities District No. 2024-2 (Moss Street), declaring the intention of the City
Council to authorize the formation of the proposed CFD No. 2024-2, levy a special
tax, and set a time and place for the public hearing; and B) declaring necessity to
incur bonded indebtedness.
Item 5.7 headings:
A) RESOLUTION NO. 2025-125 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA, CALIFORNIA DECLARING INTENTION TO ESTABLISH
PROPOSED COMMUNITY FACILITIES DISTRICT NO. 2024-2 (MOSS STREET)
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OF THE CITY OF CHULA VISTA AND TAKING OTHER ACTIONS RELATING
THERETO
B) RESOLUTION NO. 2025-126 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA, CALIFORNIA, DECLARING THE NECESSITY TO INCUR A
BONDED INDEBTEDNESS OF COMMUNITY FACILITIES DISTRICT NO. 2024-2
(MOSS STREET) TO BE SECURED BY SPECIAL TAXES LEVIED THEREIN TO
PAY FOR THE ACQUISITION OR CONSTRUCTION OF CERTAIN PUBLIC
FACILITIES
5.8 Donation Acceptance: Accept a Revised Donation from the Hurley Revocable
Family Trust and Appropriate Funds Therefor
Adopt a resolution accepting the revised donation funds in the amount of
$121,607.88 from the Hurley Revocable Family Trust, and appropriating funds
therefor. (4/5 Vote Required)
Item 5.8 heading:
RESOLUTION NO. 2025-127 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING DONATION FUNDS FROM HURLEY REVOCABLE FAMILY
TRUST AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED)
5.9 Speed Limit Establishment: Palomar Street Between Bay Boulevard to
Walnut Avenue/Frontage Road and Bob Pletcher Way Between Millenia
Avenue to Wolf Canyon Loop
Place an ordinance on first reading establishing the speed limits at the following
segments: (1) Palomar Street between Bay Boulevard and Walnut
Avenue/Frontage Road at 30 miles per hour (mph), (2) Bob Pletcher Way between
Millenia Avenue and Wolf Canyon Loop at 25 mph, and amending Schedule X of
the Register maintained in the office of the City Engineer to reflect the established
speed limits. (First Reading)
Item 5.9 heading:
ORDINANCE OF THE CITY OF CHULA VISTA ESTABLISHING THE SPEED
LIMITS AT THE FOLLOWING SEGMENTS: (1) PALOMAR STREET BETWEEN
BAY BOULEVARD AND WALNUT AVENUE/FRONTAGE ROAD AT 30 MPH, (2)
BOB PLETCHER WAY BETWEEN MILLENIA AVENUE AND WOLF CANYON
LOOP AT 25 MPH, AND AMENDING SCHEDULE X OF THE REGISTER
MAINTAINED IN THE OFFICE OF THE CITY ENGINEER TO REFLECT THE
ESTABLISHED SPEED LIMITS (FIRST READING)
6. PUBLIC COMMENTS
John Acosta, Chula Vista resident, expressed concerns about members of the City
Council.
Mayra Estrada, Chula Vista resident, spoke regarding fair compensation for City
employees.
Bob Strahl, Chula Vista resident, spoke regarding maintenance for the City's golf course.
Jennifer Carbuccia, Chula Vista resident, spoke regarding the micro mobility ordinance
and various other matters.
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Dr. Christos Korgan, Chula Vista resident, spoke regarding his tenure as a volunteer for
the City's boards and commissions.
Robert spoke regarding various matters.
The following members of the public spoke in support of the City Council reconsidering
the reappointment of Dr. Christos Korgan to the Sustainability Commission:
Tina Matthias, Chula Vista resident
Abigail Costello, Chula Vista resident
Stephen Skinner, Chula Vista resident
Haley Salazar, Chula Vista resident
Cassious Vo spoke regarding Republic Services franchise fees.
At the request of Mayor McCann, there was a consensus of a majority of the City
Council to add an item to the next City Council agenda to consider rescinding and
reconsidering the City Council’s action at the July 8, 2025, City Council meeting to not
reappoint Dr. Christos Korgan and to vacate his seat on the Sustainability Commission.
7. PUBLIC HEARINGS
7.1 Bond Approval: Approve the Issuance of Tax-Exempt Multifamily Housing
Revenue Bonds for the Renovation of the Seniors on Broadway Project and
Certain Other Matters Relating Thereto
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Housing Manager Warwick gave a presentation on the item.
Mayor McCann opened the public hearing.
John Acosta, Chula Vista, resident spoke regarding potential rent increases.
There being no further members of the public who wished to speak, Mayor
McCann closed the public hearing.
Moved by Mayor McCann
Seconded by Councilmember Preciado
To adopt Resolution No. 2025-128, the heading was read, text waived. The motion
was carried by the following vote:
Yes (5): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 7.1 heading:
RESOLUTION NO. 2025-128 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING A PLAN OF FINANCE INCLUDING THE ISSUANCE OF
REVENUE BONDS BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,000,000 TO
FINANCE AND REFINANCE A QUALIFIED RESIDENTIAL RENTAL PROJECT
KNOWN AS SENIORS ON BROADWAY, LOCATED AT 845 BROADWAY, FOR
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THE BENEFIT OF METROPOLITAN AREA ADVISORY COMMITTEE ON ANTI-
POVERTY OF SAN DIEGO COUNTY, INC. (MAAC), OR AN AFFILIATED ENTITY,
AND CERTAIN OTHER MATTERS RELATING THERETO
7.2 Open Space Maintenance Districts: Approve Levying the Assessments and
Collectibles for Fiscal Year 2025-26
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Mayor McCann and Deputy Mayor Chavez stated they would abstain from voting
on the item due to potential property-related conflicts of interest and left the dais
during the discussion and voting on the item.
There was a consensus of the City Council fpr Councilmember Preciado to serve
as the presiding officer for this item due to recusals.
Councilmember Preciado opened the public hearing. There being no members of
the public who wished to speak, Councilmember Preciado closed the public
hearing.
Moved by Councilmember Inzunza
Seconded by Councilmember Fernandez
To adopt Resolution No. 2025-129, the heading was read, text waived. The motion
was carried by the following vote:
Yes (3): Councilmember Fernandez, Councilmember Inzunza, and Councilmember
Preciado
Abstain (2): Deputy Mayor Chavez, and Mayor McCann
Result, Carried (3 to 0)
Item 7.2 heading:
RESOLUTION NO. 2025-129 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA LEVYING THE ASSESSMENTS AND COLLECTIBLES FOR FISCAL YEAR
2025-26 FOR OPEN SPACE DISTRICT 1
7.3 Municipal Code Update: Repeal and Adopt Updated Fire Hazard Severity
Zones, Special Vegetation Management Areas, Resilience Measures, and
Defensible Space Program
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Mayor McCann and Deputy Mayor Chavez stated they would abstain from voting
on the item due to potential property-related conflicts of interest and left the dais
during the discussion and voting on the item.
Fire Chief Muns, Sr. Fire Investigator Olivas, and Emergency Services Manager
King gave a presentation on the item.
Councilmember Preciado opened the public hearing.
John Acosta, Chula Vista resident, spoke in opposition to the item.
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There being no further members of the public who wished to speak,
Councilmember Preciado closed the public hearing.
Moved by Councilmember Preciado
Seconded by Councilmember Inzunza
To place the below ordinances on first reading, the headings were read, text
waived. The motion was carried by the following vote:
Yes (3): Councilmember Fernandez, Councilmember Inzunza, and Councilmember
Preciado
Abstain (2): Deputy Mayor Chavez, and Mayor McCann
Result, Carried (3 to 0)
Item 7.3 headings:
A) ORDINANCE OF THE CITY OF CHULA VISTA REPEALING EXISTING
CHAPTER 15.34 OF THE CHULA VISTA MUNICIPAL CODE AND ADOPTING A
NEW CHAPTER 15.34 OF THE CHULA VISTA MUNICIPAL CODE TO
INCORPORATE FIRE HAZARD SEVERITY ZONES DESIGNATED BY THE
CALIFORNIA STATE FIRE MARSHAL, TO ESTABLISH A LOCAL SPECIAL
DESIGNATED VEGETATION MANAGEMENT AREA WITHIN THE CITY OF
CHULA VISTA, AND TO IMPLEMENT WILDFIRE RESILIENCE MEASURES
ENHANCING BUILDING CONSTRUCTION REQUIREMENTS IN DESIGNATED
FIRE HAZARD AREAS (FIRST READING)
B) ORDINANCE OF THE CITY OF CHULA VISTA REPEALING EXISTING
CHAPTER 8.32 OF THE CHULA VISTA MUNICIPAL CODE AND ADOPTING A
NEW CHAPTER 8.32 OF THE CHULA VISTA MUNICIPAL CODE SETTING
FORTH THE CITY OF CHULA VISTA DEFENSIBLE SPACE AND VEGETATION
MANAGEMENT REQUIREMENTS (FIRST READING)
The meeting was recessed at 6:49 p.m. and resumed at 6:57 p.m.
8. ACTION ITEMS
8.1 Consider Items Removed From the Consent Calendar, if Any
There were none.
8.2 Electric Micromobility Vehicles: Adopt an Electric Micromobility Vehicle
Ordinance
The following members of the public spoke regarding the enforcement of the
ordinance:
John Acosta, Chula Vista resident
Robert
The following members of the public spoke in opposition to the item as written:
Zaneta Encarnacion, Chula Vista resident
Clarissa Falcon, representing the California Transportation Commission
and Circulate San Diego
Ian Hembree, representing San Diego County Bicycle Coalition
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Tina Medina spoke regarding the importance of making roads safer, including
adding bike lanes and other safety measures.
A motion was made by Councilmember Preciado to approve the ordinance on first
reading with a 90-day delay for community outreach before the City Council's final
approval. The motion died due to lack of a second.
Moved by Councilmember Inzunza
Seconded by Mayor McCann
To place the ordinance on first reading, as amended, to replace “60” with “90” in
Municipal Code subsections 10.73.120 (B) and (C) to delay enforcement and
extend the education campaign for 90 days, the heading was read, text waived.
The motion was carried by the following vote:
Yes (5): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 8.2 heading:
ORDINANCE OF THE CITY OF CHULA VISTA AMENDING VARIOUS SECTIONS
OF CHULA VISTA MUNICIPAL CODE CHAPTER 5.67 (SHARED MICRO-
MOBILITY DEVICE PILOT PROGRAM) BY AMENDING SECTION 5.67.020 AND
REPEALING SECTION 5.67.090 IN ITS ENTIRETY, AMENDING VARIOUS
SECTIONS OF CHULA VISTA MUNICIPAL CODE CHAPTER 10.08 (VEHICLES
AND TRAFFIC – DEFINITIONS) BY ADDING SECTIONS 10.08.101, 10.08.102,
10.08.103, 10.08.125, AND 10.08.126, AND ADDING CHAPTER 10.73
(ELECTRIC MICROMOBILITY VEHICLES) TO THE CHULA VISTA MUNICIPAL
CODE TO CLARIFY EXISTING REQUIREMENTS AND ADD NEW
REQUIREMENTS RELATED TO ELECTRIC MICROMOBILITY VEHICLES (FIRST
READING)
8.3 City Manager Appointment, Employment Agreement and Revised
Compensation Schedule: Consider Appointing the City Manager and
Approving the City Manager Employment Agreement and Revised
Compensation Schedule
Human Resources Director Tomlinson announced that approval of the item would
affect executive compensation.
The following member of the public expressed a neutral position on the item:
John Acosta, Chula Vista resident
Robert
The following members of the public spoke in support of the item"
Clarissa Falcon
Zaneta Encarnacion
Observer submitted written comments in opposition to the item.
Moved by Mayor McCann
Seconded by Deputy Mayor Chavez
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To adopt Resolution Nos. 2025-130 and 2025-131, the headings were read, text
waived. The motion was carried by the following vote:
Yes (5): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 8.3 headings:
A) RESOLUTION NO. 2025-130 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPOINTING TIFFANY ALLEN AS CITY MANAGER EFFECTIVE
OCTOBER 3, 2025, AND APPROVING THE CITY MANAGER EMPLOYMENT
AGREEMENT
B) RESOLUTION NO. 2025-131 OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE REVISED FISCAL YEAR 2025-26
COMPENSATION SCHEDULE EFFECTIVE JULY 25, 2025, AS REQUIRED BY
CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5
The meeting was recessed at 8:18 p.m. and resumed at 8:32 p.m.
8.4 University: Hear Report From Carrier Johnson on First Phase of University-
Innovation District Development
John Martinez, Senior Associate, representing Carier Johnson and colleagues,
gave a presentation on the item.
Robert spoke in support of enhancing higher education facilities within the
community.
Lisa Schmidt, representing Assemblymember Alvarez's office, spoke in support of
the item.
John Acosta spoke regarding parking and traffic in the area.
At the request of Councilmember Preciado, there was a consensus of the City
Council to direct the City Manager to return to a future meeting with a proposal to
fund a study of governance structures and financing mechanisms to advance the
project, should AB 662 pass.
9. PUBLIC COMMENTS (CONTINUED)
There were none.
10. CITY MANAGER’S REPORTS
There were none.
11. MAYOR’S REPORTS
Mayor McCann reported on attendance at recent events and made community
announcements.
12. COUNCILMEMBERS’ REPORTS
Councilmembers reported on attendance at recent events and made community
announcements.
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12.1 Councilmember Inzunza: Ratify an Appointment to the Measure A Citizens'
Oversight Committee
John Acosta, Chula Vista resident, spoke in opposition to the item.
Moved by Councilmember Inzunza
Seconded by Mayor McCann
To ratify the appointment of Jennifer Carbuccia to the Measure A Citizens'
Oversight Committee (District 3 Representative).
Yes (5): Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
At the request of Councilmember Inzunza, there was a consensus of the City
Council to direct the City Manager to return within 60 days, or when possible, with
a report on the impacts of and potential solutions related to police officer retention.
13. CITY CLERK'S REPORTS
There were none.
14. CITY ATTORNEY'S REPORTS
There were none.
15. 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.
City Attorney Verdugo announced that the City Council would convene in closed session
to discuss the items listed below.
The meeting was recessed at 9:35 p.m. and reconvened in closed session at 9:43 p.m.,
with all members present.
15.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to
Government Code Section 54956.9(d)(1)
John Acosta, Chula Vista resident, spoke regarding conflicts of interest.
A) Name of case: City of Chula Vista v. Slade Fischer, et al., San Diego Superior
Court, Case No. 24CU006375C
Action: No reportable action
B) Name of case: Network Integration Company Partners, Inc v. City of Chula
Vista, San Diego Superior Court Case No. 25CU034166C
Action: No reportable Action
Page 71 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
2025-07-22 Regular City Council Meeting Minutes
Page 11
16. ADJOURNMENT
The meeting was adjourned at 10:05 p.m.
Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services
_________________________
Kerry K. Bigelow, MMC, City Clerk
Page 72 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
City of Chula Vista
Special City Council Meeting
MINUTES
Date:
Location:
July 28, 2025, 4:00 p.m.
Council Chambers, 276 Fourth Avenue, Chula Vista, CA
Present: Deputy Mayor Chavez, Councilmember Fernandez, Councilmember
Inzunza, Councilmember Preciado, Mayor McCann
Also Present: City Manager Kachadoorian, City Attorney Verdugo, City Clerk
Bigelow, Deputy Director of City Clerk Services Turner
Minutes are prepared and ordered to correspond to the agenda.
_____________________________________________________________________
1. CALL TO ORDER
The meeting was called to order at 4:01 p.m.
2. ROLL CALL
City Clerk Bigelow called the roll.
3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE
Led by Councilmember Fernandez.
4. 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.
City Attorney Verdugo announced that the City Council would convene in closed session
to discuss the items listed below.
The meeting was recessed at 4:06 p.m. and reconvened in closed session at 4:47 p.m.,
with all members present.
4.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to
Government Code Section 54956.9(d)(1)
Name of case: 1) Arturo Castanares v. City of Chula Vista, San Diego Superior
Court, Case No. 37-2021-00017713-CU-MC-CTL
Robert spoke regarding the item.
Action: Moved by Councilmember Preciado
Seconded by Deputy Mayor Chavez
Page 73 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
2025-07-28 Special City Council Meeting Minutes
Page 2
To grant authority to seek review by the Supreme Court of the State of California as
to the Superior Court's May 21, 2025, judgment. The motion was carried by the
following vote:
Yes (3): Deputy Mayor Chavez, Councilmember Fernandez, and Councilmember
Preciado
No (2): Councilmember Inzunza, and Mayor McCann
Result, Carried (3 to 2)
5. ADJOURNMENT
The meeting was adjourned at 4:49 p.m.
Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services
_________________________
Kerry K. Bigelow, MMC, City Clerk
Page 74 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
v . 0 03 P a g e | 1
August 5, 2025
ITEM TITLE
Speed Limit Establishment: Adopt an Ordinance to Establish the Speed Limits at Palomar Street Between Bay
Boulevard to Walnut Avenue/Frontage Road and Bob Pletcher Way Between Millenia Avenue to Wolf Canyon
Loop
Location: Palomar Street between Bay Boulevard to Walnut Avenue/Frontage Road Bob Pletcher Way
between Millenia Avenue to Wolf Canyon Loop
Department: Engineering
G.C. § 84308 Regulations Apply: No
Environmental Notice: The project qualifies for a Categorical Exemption pursuant to California
Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities) and Section
15061(b)(3).
Recommended Action
Adopt an ordinance establishing the speed limits at the following segments: (1) Palomar Street between Bay
Boulevard and Walnut Avenue/Frontage Road at 30 miles per hour (mph), (2) Bob Pletcher Way between
Millenia Avenue and Wolf Canyon Loop at 25 mph, and amending Schedule X of the Register maintained in
the office of the City Engineer to reflect the established speed limits. (Second Reading and Adoption)
Summary
This ordinance was placed on first reading on July 22, 2025. The original staff report can be accessed at the
following link: https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=53086
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 75 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
C:\Program Files\eSCRIBE\TEMP\12401817775\12401817775,,,Ordinance Speed Limits.docx
ORDINANCE NO.
ORDINANCE OF THE CITY OF CHULA VISTA
ESTABLISHING THE SPEED LIMITS AT THE FOLLOWING
SEGMENTS: (1) PALOMAR STREET BETWEEN BAY
BOULEVARD AND WALNUT AVENUE/FRONTAGE ROAD
AT 30 MPH, (2) BOB PLETCHER WAY BETWEEN MILLENIA
AVENUE AND WOLF CANYON LOOP AT 25 MPH, AND
AMENDING SCHEDULE X OF THE REGISTER MAINTAINED
IN THE OFFICE OF THE CITY ENGINEER TO REFLECT THE
ESTABLISHED SPEED LIMITS (FIRST READING)
WHEREAS, staff completed Engineering and Traffic Surveys (E&TS) on the segments
of Palomar Street between Bay Boulevard and Walnut Avenue/Frontage Road and Bob Pletcher
Way between Millenia Avenue and Wolf Canyon Loop in accordance with the California
Vehicle Code (CVC), which stipulates that non-statutory speed limits be determined by an
E&TS; and
WHEREAS, as described in the CVC, the E&TS shall include: 1) Prevailing speeds as
determined by traffic engineering measurements; 2) Collision records; and 3) Traffic/roadside
conditions not readily apparent to the driver; and
WHEREAS, the California Manual on Uniform Traffic Control Devices (CAMUTCD)
states that the speed limit shall be established at the nearest 5 mph increment to the 85th percentile
speed except as allowed per CVC; and
WHEREAS, based on the 85th percentile speed of the roadways, as well as other
roadway characteristics outlined in each E&TS, staff has determined that the speed limit on
Palomar Street between Bay Boulevard and Walnut Avenue/Frontage Road be established at 30
mph, and the speed limit on Bob Pletcher between Millenia Avenue and Wolf Canyon Loop be
established at 25 mph; and
WHEREAS, on April 10, 2025, the City of Chula Vista Traffic Safety Commission
concurred with staff’s recommendation that the speed limit on Palomar Street between Bay
Boulevard and Walnut Avenue/Frontage Road be established at 30 mph and that the speed limit
on Bob Pletcher Way between Millenia Avenue and Wolf Canyon Loop be established at 25
mph.
NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows:
Section I. Establish Speed Limit
The established speed limits and Schedule X of the register maintained in the office of the City
Engineer shall be amended to reflect the established speed limits as follows:
Page 76 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Ordinance
Page 2
10.48.020 Schedule X – Established Speed Limits in Certain Zones - Designated
Street Name Beginning At Ending At Speed Limit
Palomar Street Bay Boulevard Walnut
Avenue/Frontage
Road
30 mph
Bob Pletcher Way Millenia Avenue Wolf Canyon Loop 25 mph
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
Matthew Little, PE Marco A. Verdugo
Deputy City Manager/Director of Engineering City Attorney
& Capital Projects
Page 77 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
PALOMAR STREET BETWEEN
BAY BOULEVARD AND
WALNUT AVENUE/FRONTAGE
ROAD LOCATION MAP
Page 78 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
BOB PLETCHER WAY
BETWEEN MILLENIA AVENUE
AND WOLF CANYON LOOP
LOCATION MAP
Page 79 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
TRAFFIC SAFETY COMMISSION AGENDA STATEMENT
Item __ 5.1___
Meeting Date 04/10/25
ITEM TITLE: RESOLUTION OF THE SAFETY COMMISSION OF THE CITY OF
CHULA VISTA RECOMMENDING THAT THE CHULA VISTA CITY
COUNCIL ESTABLISH SPEED LIMIT ON PALOMAR STREET
BETWEEN BAY BOULEVARD AND WALNUT
AVENUE/FRONTAGE ROAD, AND THAT SCHEDULE X OF THE
REGISTER MAINTAINED IN THE OFFICE OF THE CITY ENGINEER
BE AMENDED TO REFLECT THESE SPEED LIMITS
SUBMITTED BY: City Traffic Engineer
Staff completed Engineering and Traffic Surveys for a segment of Palomar Street in accordance
with the California Vehicle Code, which indicates that the posting of speed limits be determined
by an Engineering and Traffic Survey for each street with a posted speed limit within the City
with some exceptions). Based on the results of the speed survey, staff has determined that the
speed limit on Palomar Street between Bay Boulevard and Walnut Avenue/Frontage Road is to be
established to 30 mph. (see Attachment “A”, Location Plat).
RECOMMENDATION: That the Traffic Safety Commission concur with staff and recommend
that the Chula Vista City Council establish the speed limit on Palomar Street between Bay
Boulevard and Walnut Avenue/Frontage Road at 30 mph, and that Schedule X of the register
maintained in the Office of the City Engineer be amended to reflect these speed limits
DISCUSSION:
The California Vehicle Code (CVC) establishes minimum and maximum prima facie speed limits
for all streets in the State. The minimum prima facie speed limit is 25 miles per hour (MPH) and
the maximum speed limit is 65 MPH and an engineering and traffic survey (E&TS) is required to
change the prima facie and/or update various speed limits in the City.
The CVC requires that local agencies review changes in local speed limits every five, seven, or
fourteen years to determine if the existing street segment speed limits require updating due to the
age of the engineering and traffic survey or due to changes in roadway and traffic conditions.
Currently, there is no posted speed limit on Palomar Street between Bay Boulevard and Walnut
Avenue/Frontage Road.
City staff completed a speed survey for above segments in accordance with the California Vehicle
Code. As described in the California Vehicle Code, the survey shall include:
1) Prevailing speeds as determined by traffic engineering measurements;
2) Accident records;
3) Traffic/roadside conditions not readily apparent to the driver.
Page 80 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
1
Page 2, Item 5.1__
Meeting Date 04/10/25
Physical Conditions
The following information describes the existing conditions along Palomar Street (Eastbound):
Classification between Bay Boulevard and Walnut Avenue/Frontage Road –
Major Collector (Divided).
Length/Width – 1,320 feet (0.25 miles) long and 24’ to 26’ wide.
Average Daily Traffic: 2,177
Number of Lanes: Two lanes in eastbound direction
Existing Speed Limit – Not Posted.
85% Percentile Speed: 29 mph.
Striping – Two lanes of traffic and a yellow striped centerline.
Parking – No parking for this eastbound segment of Palomar Street.
Accident Rate History – The accident rate at this segment is 3.35 accidents per million
vehicle miles, which is higher than the rate of 1.07 for similar roadways in the State of
California (2021).
The following information describes the existing conditions along Palomar Street (Westbound):
Classification between Bay Boulevard and Walnut Avenue/Frontage Road –
Major Collector (Divided).
Length/Width – 1,320 feet (0.25 miles) long and 24’ to 26’ wide.
Average Daily Traffic: 1,528
Number of Lanes: Two lanes in westbound direction
Existing Speed Limit – Not Posted.
85% Percentile Speed: 29 mph.
Striping – Two lanes of traffic and a yellow striped centerline.
Parking – No parking for this westbound segment of Palomar Street.
Accident Rate History – The accident rate at this segment is 4.78 accidents per million
vehicle miles, which is higher than the rate of 1.07 for similar roadways in the State of
California (2021).
CONCLUSION:
When speed limits are appropriately established the following objectives are achieved:
Meaningful, unambiguous enforcement
Voluntary public compliance
Clear identification of the unreasonable violator
Elimination of unjustifiable “tolerances” of higher speed travel
Based on the 85th percentile speed of the roadway, as well as the collision rate outlined in the
Engineering/Traffic Survey, staff has determined that the speed limit on Palomar Street between
Bay Boulevard and Walnut Avenue/Frontage Road is to be established to 30 mph.
Should the City Council establish the proposed 30 mph speed limit, Schedule X of the register
maintained in the Office of the City Engineer be amended to reflect the speed limit:
Page 81 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
1
Page 3, Item 5.1__
Meeting Date 04/10/25
Palomar Street, beginning at Bay Boulevard and ending at Walnut Avenue/Frontage Road,
proposed Speed Limit to be 30 mph.
FISCAL IMPACT:
The establishment of the speed limit would require the posting of new speed limit signs and speed
limit pavement legends. This work will be funded by an existing Traffic Engineering Capital
Improvement Project, TRF-0332, Signing and Striping Program.
Attachments:
1. Location Plat
2. Speed Surveys
Page 82 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Attachment “A”
Palomar Street
Page 83 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
City of Chula Vista
Segment #73
Palomar Street (WB) between Walnut Avenue/Frontage Road
and Bay Boulevard
Page 84 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
ITY OF CHULA VISTA
ENGINEERING & TRAFFIC SURVEY
Reviewed by City Engineer or Designee: _______________________ Date: __________ 73
Radar
Enforceable?
YES
David DiPierro, TE
STC Traffic, Inc.
Street: Palomar Street (WB)
From: Walnut Avenue/Frontage Road To: Bay Boulevard
Date of Speed Survey: 12/17/2024
Critical Speed (85th) 29 MPH
50th Percentile 23 MPH
Existing Posted Speed Limit Not Posted
10 MPH Pace 18-27 MPH
Percent in Pace 72%
Street Classification: Major Collector (Divided)
Length of Street Segment: 0.25 miles
Average Daily Traffic: 1,528
Total Accidents (3 years): 2
Evaluation Period: January 1, 2019 – December 31, 2021
Accident Rate (MVM): 4.78
California Statewide Urban Accident Rate (MVM, 2019-2021): 1.07
Justification: Speed limit shall be established at the nearest 5 mph increment of the 85th-percentile
speed of free flowing traffic. (CVC 22358.6(a); CA-MUTCD Section 2B.13, Standard 12a)
TRAFFIC ENGINEER’S RECOMMENDATIONS/AUTHORITY:
Posted Speed Limit: Post at 30 MPH
This survey was prepared in accordance with the requirements of Section 627 of the California Vehicle
Code using methods prescribed in Section 2B.13 of the California Manual on Uniform Traffic Control
Devices. Based on the measured critical speeds, it is appropriate and justified to recommend the posted
speed limit be 30 MPH along the subject segment of the road.
APPROVALS:
Recertification of the existing speed zone per Sections 22357, 22358, and 40802 of the California
Vehicle Code
Establishment of new speed zone
APPROVED: DATE: February 20, 2025.
Page 85 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
MPH Vehicles Surveyed TOT.
Speed EB WB VEH.Location:Palomar Street
55 0 0 55 0
54 0 0 54 0
53 0 0 53 0 Between:Bay Boulevard - Walnut Avenue
52 0 0 52 0
51 0 0 51 0
50 0 0 50 0 Weather:Clear
49 0 0 49 0
48 0 0 48 0
47 0 0 47 0 Date:
46 0 0 46 0
45 0 0 45 0
44 0 0 44 0 Time
43 0 0 43 0 From:1:20
42 0 0 42 0
41 0 0 41 0 Time
40 0 0 40 0 To:2:15
39 0 0 39 0
38 0 0 38 0 Existing
37 0 0 37 0 Speed Limit:N/P MPH
36 1 0 36 X 1
35 0 2 35 X X 2
34 0 1 34 X 1
33 1 0 33 X 1
32 5 2 32 X X X X X X X 7
31 2 6 31 X X X X X X X X 8 Eastbound Westbound Combined Statistics
30 6 1 30 X X X X X X X 7 % Over Pace:27%21%22%
29 3 6 29 X X X X X X X X X 9
28 5 3 28 X X X X X X X X 8 % In Pace:72%72%71%
27 3 8 27 X X X X X X X X X X X 11 *
26 1 1 26 X X 2 *% Under Pace:1%7%7%
25 4 6 25 X X X X X X X X X X 10 *
24 5 7 24 X X X X X X X X X X X X 12 P Average Speed:23 MPH 24 MPH 23 MPH
23 4 9 23 X X X X X X X X X X X X X 13 A
22 17 15 22 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 32 C Pace Speed:16 - 25 MPH 18 - 27 MPH 18 - 27 MPH
21 13 7 21 X X X X X X X X X X X X X X X X X X X X 20 E
20 10 9 20 X X X X X X X X X X X X X X X X X X X 19 *
19 8 6 19 X X X X X X X X X X X X X X 14 *15th Percentile / Critical Speed:19 MPH 19 MPH 19 MPH
18 5 4 18 X X X X X X X X X 9 *
17 3 3 17 X X X X X X 6 50th Percentile / Critical Speed:22 MPH 23 MPH 22 MPH
16 3 4 16 X X X X X X X 7
15 1 0 15 X 1 85th Percentile / Critical Speed:29 MPH 29 MPH 29 MPH
14 0 0 14 0
13 0 0 13 0
12 0 0 12 0
11 0 0 11 0
10 0 0 10 0
9 0 0 9 0
8 0 0 8 0
7 0 0 7 0
6 0 0 6 0
5 0 0 5 0
Total 100 100 GRAND TOTALS 200
Corona, CA 92880
T 951-268-6268 F 951-268-6267
Eastbound Westbound
City of Chula Vista
Radar Speed Survey
Radar Survey Conducted By:
Counts Unlimited, Inc.
PO Box 1178
12/17/24
Page 86 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 1
City of Chula Vista
Palomar Street
B/ Bay Boulevard - Walnut Avenue
48 Hour Directional Volume Count
CVA07778
Site Code: 232-24986
Counts Unlimited, Inc.
PO Box 1178
Corona, CA 92878
Phone: (951) 268-6268
email: counts@countsunlimited.com
Start 12/18/24 Eastbound Hour Totals Westbound Hour Totals Combined Totals
Time Wed Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon
12:00 0 37 2 37
12:15 6 34 2 22
12:30 2 32 1 25
12:45 3 37 11 140 0 32 5 116 16 256
01:00 0 32 0 32
01:15 1 30 0 30
01:30 1 29 0 24
01:45 1 37 3 128 1 32 1 118 4 246
02:00 0 47 0 24
02:15 0 38 3 24
02:30 3 48 1 30
02:45 1 60 4 193 4 27 8 105 12 298
03:00 1 56 0 17
03:15 0 43 1 24
03:30 0 71 0 30
03:45 0 51 1 221 1 39 2 110 3 331
04:00 3 53 4 29
04:15 1 38 4 15
04:30 1 40 1 28
04:45 3 40 8 171 10 17 19 89 27 260
05:00 5 58 4 16
05:15 6 35 8 13
05:30 8 41 12 16
05:45 5 42 24 176 6 18 30 63 54 239
06:00 6 50 21 16
06:15 17 22 17 15
06:30 20 25 25 8
06:45 16 16 59 113 20 10 83 49 142 162
07:00 12 30 21 8
07:15 25 16 23 20
07:30 20 15 30 6
07:45 27 10 84 71 39 8 113 42 197 113
08:00 31 6 36 3
08:15 37 11 54 1
08:30 24 6 23 13
08:45 31 9 123 32 52 5 165 22 288 54
09:00 35 8 25 7
09:15 33 12 28 6
09:30 36 7 25 5
09:45 38 1 142 28 28 3 106 21 248 49
10:00 36 2 22 8
10:15 26 4 27 6
10:30 28 1 27 3
10:45 40 3 130 10 34 1 110 18 240 28
11:00 42 1 36 3
11:15 41 1 34 0
11:30 60 2 25 3
11:45 31 3 174 7 24 4 119 10 293 17
Total 763 1290 763 1290 761 763 761 763 1524 2053
Combined
Total
2053 2053 1524 1524 3577
AM Peak -10:45 ---08:00 -----
Vol.-183 ---165 -----
P.H.F. 0.763 0.764
PM Peak --02:45 ---03:15 ----
Vol.--230 ---122 ----
P.H.F. 0.810 0.782
Percentag
e 37.2%62.8% 49.9%50.1%
Page 87 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 2
City of Chula Vista
Palomar Street
B/ Bay Boulevard - Walnut Avenue
48 Hour Directional Volume Count
CVA07778
Site Code: 232-24986
Counts Unlimited, Inc.
PO Box 1178
Corona, CA 92878
Phone: (951) 268-6268
email: counts@countsunlimited.com
Start 12/19/24 Eastbound Hour Totals Westbound Hour Totals Combined Totals
Time Thu Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon
12:00 5 57 0 46
12:15 2 44 1 41
12:30 0 52 0 32
12:45 2 27 9 180 1 22 2 141 11 321
01:00 0 49 1 38
01:15 1 40 0 30
01:30 3 48 1 31
01:45 2 52 6 189 1 42 3 141 9 330
02:00 1 50 1 34
02:15 0 38 0 30
02:30 1 69 0 23
02:45 2 55 4 212 0 40 1 127 5 339
03:00 0 50 3 22
03:15 2 49 2 33
03:30 0 69 3 29
03:45 0 50 2 218 1 18 9 102 11 320
04:00 1 48 3 30
04:15 3 39 5 18
04:30 2 49 7 21
04:45 2 42 8 178 6 23 21 92 29 270
05:00 4 62 4 18
05:15 10 52 5 8
05:30 5 40 8 14
05:45 9 40 28 194 6 18 23 58 51 252
06:00 12 26 13 10
06:15 12 23 22 9
06:30 10 20 16 10
06:45 17 20 51 89 24 4 75 33 126 122
07:00 9 22 17 6
07:15 19 21 32 12
07:30 20 6 22 9
07:45 25 9 73 58 38 7 109 34 182 92
08:00 29 10 39 8
08:15 30 9 48 12
08:30 39 7 30 9
08:45 25 11 123 37 34 6 151 35 274 72
09:00 36 5 40 3
09:15 27 4 22 2
09:30 39 3 26 8
09:45 39 3 141 15 18 8 106 21 247 36
10:00 38 5 24 6
10:15 35 3 19 6
10:30 38 6 23 3
10:45 37 8 148 22 20 7 86 22 234 44
11:00 40 2 30 1
11:15 41 2 33 4
11:30 50 3 31 0
11:45 53 1 184 8 35 2 129 7 313 15
Total 777 1400 777 1400 715 813 715 813 1492 2213
Combined
Total
2177 2177 1528 1528 3705
AM Peak -11:00 ---07:45 -----
Vol.-184 ---155 -----
P.H.F. 0.868 0.807
PM Peak --02:30 ---12:00 ----
Vol.--223 ---141 ----
P.H.F. 0.808 0.766
Percentag
e 35.7%64.3% 46.8%53.2%
ADT/AADT ADT 3,641 AADT 3,641
Page 88 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Street From
Direction 85th Percentile 29 mph
Block Range Posted Speed Limit N/P mph
Street Class Radar Enforceable Yes
Speeds Were Collected
Speeds Were Collected
Observer
Condition(s) Not Apparent
Range of Speeds 16 to 35 24 Percent in Pace 72 %
Speed No.Pct.Cum. Pct.
MPH)(cars)(%)(%)
15 0 0 0
16 4 4 4
17 3 3 7
18 4 4 11
19 6 6 17
20 9 9 26
21 7 7 33
22 15 15 48
23 9 9 57
24 7 7 64
25 6 6 70
26 1 1 71
27 8 8 79
28 3 3 82
29 6 6 88
30 1 1 89
31 6 6 95
32 2 2 97
33 0 0 97
34 1 1 98
35 2 2 100
36 0 0 100
37 0 0 100
38 0 0 100
39 0 0 100
40 0 0 100
41 0 0 100
42 0 0 100
43 0 0 100
44 0 0 100
45 0 0 100
46 0 0 100
47 0 0 100
48 0 0 100
49 0 0 100
50 0 0 100
51 0 0 100
52 0 0 100
53 0 0 100
54 0 0 100
55 0 0 100
56 0 0 100
57 0 0 100
City of Chula Vista
Engineering and Traffic Speed Survey
Prepared in accordance with CVC 627, 22357, and 22358, and Revision 8 of the 2014 California Manual on Uniform Traffic Control Devices, effective January 11, 2024.
Average Speed mph
12/17/24
1:20 pm
Counts Unlimited
10 MPH Pace
0
5
10
15
20
25
30
35
40
45
50
55
60
65
70
75
80
85
90
95
100
16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35
85th Percentile Speed
85%
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35
Cu
m
u
l
a
t
i
v
e
P
e
r
c
e
n
t
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Palomar Street (WB) between Walnut Ave/Frontage Rd and Bay Blvd
Page 89 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
City of Chula Vista
Segment #74
Palomar Street (EB) between Bay Boulevard and Walnut
Avenue/Frontage Road
Page 90 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
ITY OF CHULA VISTA
ENGINEERING & TRAFFIC SURVEY
Reviewed by City Engineer or Designee: _______________________ Date: __________ 74
Radar
Enforceable?
YES
David DiPierro, TE
STC Traffic, Inc.
Street:Palomar Street (EB)
From: Bay Boulevard To:Walnut Avenue/Frontage Road
Date of Speed Survey:12/17/2024
Critical Speed (85th) 29 MPH
50th Percentile 22 MPH
Existing Posted Speed Limit Not Posted
10 MPH Pace 16-25 MPH
Percent in Pace 72%
Street Classification:Major Collector (Divided)
Length of Street Segment:0.25 miles
Average Daily Traffic:2,177
Total Accidents (3 years):2
Evaluation Period:January 1, 2019 – December 31, 2021
Accident Rate (MVM):3.35
California Statewide Urban Accident Rate (MVM, 2019-2021):1.07
Justification: Speed limit shall be established at the nearest 5 mph increment of the 85th-percentile
speed of free flowing traffic. (CVC 22358.6(a); CA-MUTCD Section 2B.13, Standard 12a)
TRAFFIC ENGINEER’S RECOMMENDATIONS/AUTHORITY:
Posted Speed Limit: Post at 30 MPH
This survey was prepared in accordance with the requirements of Section 627 of the California Vehicle
Code using methods prescribed in Section 2B.13 of the California Manual on Uniform Traffic Control
Devices. Based on the measured critical speeds, it is appropriate and justified to recommend the posted
speed limit be 30 MPH along the subject segment of the road.
APPROVALS:
Recertification of the existing speed zone per Sections 22357, 22358, and 40802 of the California
Vehicle Code
Establishment of new speed zone
APPROVED: DATE: February 20, 2025.
Page 91 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
MPH Vehicles Surveyed TOT.
Speed EB WB VEH.Location:Palomar Street
55 0 0 55 0
54 0 0 54 0
53 0 0 53 0 Between:Bay Boulevard - Walnut Avenue
52 0 0 52 0
51 0 0 51 0
50 0 0 50 0 Weather:Clear
49 0 0 49 0
48 0 0 48 0
47 0 0 47 0 Date:
46 0 0 46 0
45 0 0 45 0
44 0 0 44 0 Time
43 0 0 43 0 From:1:20
42 0 0 42 0
41 0 0 41 0 Time
40 0 0 40 0 To:2:15
39 0 0 39 0
38 0 0 38 0 Existing
37 0 0 37 0 Speed Limit:N/P MPH
36 1 0 36 X 1
35 0 2 35 X X 2
34 0 1 34 X 1
33 1 0 33 X 1
32 5 2 32 X X X X X X X 7
31 2 6 31 X X X X X X X X 8 Eastbound Westbound Combined Statistics
30 6 1 30 X X X X X X X 7 % Over Pace:27%21%22%
29 3 6 29 X X X X X X X X X 9
28 5 3 28 X X X X X X X X 8 % In Pace:72%72%71%
27 3 8 27 X X X X X X X X X X X 11 *
26 1 1 26 X X 2 *% Under Pace:1%7%7%
25 4 6 25 X X X X X X X X X X 10 *
24 5 7 24 X X X X X X X X X X X X 12 P Average Speed:23 MPH 24 MPH 23 MPH
23 4 9 23 X X X X X X X X X X X X X 13 A
22 17 15 22 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 32 C Pace Speed:16 - 25 MPH 18 - 27 MPH 18 - 27 MPH
21 13 7 21 X X X X X X X X X X X X X X X X X X X X 20 E
20 10 9 20 X X X X X X X X X X X X X X X X X X X 19 *
19 8 6 19 X X X X X X X X X X X X X X 14 *15th Percentile / Critical Speed:19 MPH 19 MPH 19 MPH
18 5 4 18 X X X X X X X X X 9 *
17 3 3 17 X X X X X X 6 50th Percentile / Critical Speed:22 MPH 23 MPH 22 MPH
16 3 4 16 X X X X X X X 7
15 1 0 15 X 1 85th Percentile / Critical Speed:29 MPH 29 MPH 29 MPH
14 0 0 14 0
13 0 0 13 0
12 0 0 12 0
11 0 0 11 0
10 0 0 10 0
9 0 0 9 0
8 0 0 8 0
7 0 0 7 0
6 0 0 6 0
5 0 0 5 0
Total 100 100 GRAND TOTALS 200
Corona, CA 92880
T 951-268-6268 F 951-268-6267
Eastbound Westbound
City of Chula Vista
Radar Speed Survey
Radar Survey Conducted By:
Counts Unlimited, Inc.
PO Box 1178
12/17/24
Page 92 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 1
City of Chula Vista
Palomar Street
B/ Bay Boulevard - Walnut Avenue
48 Hour Directional Volume Count
CVA07778
Site Code: 232-24986
Counts Unlimited, Inc.
PO Box 1178
Corona, CA 92878
Phone: (951) 268-6268
email: counts@countsunlimited.com
Start 12/18/24 Eastbound Hour Totals Westbound Hour Totals Combined Totals
Time Wed Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon
12:00 0 37 2 37
12:15 6 34 2 22
12:30 2 32 1 25
12:45 3 37 11 140 0 32 5 116 16 256
01:00 0 32 0 32
01:15 1 30 0 30
01:30 1 29 0 24
01:45 1 37 3 128 1 32 1 118 4 246
02:00 0 47 0 24
02:15 0 38 3 24
02:30 3 48 1 30
02:45 1 60 4 193 4 27 8 105 12 298
03:00 1 56 0 17
03:15 0 43 1 24
03:30 0 71 0 30
03:45 0 51 1 221 1 39 2 110 3 331
04:00 3 53 4 29
04:15 1 38 4 15
04:30 1 40 1 28
04:45 3 40 8 171 10 17 19 89 27 260
05:00 5 58 4 16
05:15 6 35 8 13
05:30 8 41 12 16
05:45 5 42 24 176 6 18 30 63 54 239
06:00 6 50 21 16
06:15 17 22 17 15
06:30 20 25 25 8
06:45 16 16 59 113 20 10 83 49 142 162
07:00 12 30 21 8
07:15 25 16 23 20
07:30 20 15 30 6
07:45 27 10 84 71 39 8 113 42 197 113
08:00 31 6 36 3
08:15 37 11 54 1
08:30 24 6 23 13
08:45 31 9 123 32 52 5 165 22 288 54
09:00 35 8 25 7
09:15 33 12 28 6
09:30 36 7 25 5
09:45 38 1 142 28 28 3 106 21 248 49
10:00 36 2 22 8
10:15 26 4 27 6
10:30 28 1 27 3
10:45 40 3 130 10 34 1 110 18 240 28
11:00 42 1 36 3
11:15 41 1 34 0
11:30 60 2 25 3
11:45 31 3 174 7 24 4 119 10 293 17
Total 763 1290 763 1290 761 763 761 763 1524 2053
Combined
Total
2053 2053 1524 1524 3577
AM Peak - 10:45 --- 08:00 -----
Vol.- 183 --- 165 -----
P.H.F. 0.763 0.764
PM Peak -- 02:45 --- 03:15 ----
Vol.-- 230 --- 122 ----
P.H.F. 0.810 0.782
Percentag
e 37.2% 62.8% 49.9% 50.1%
Page 93 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 2
City of Chula Vista
Palomar Street
B/ Bay Boulevard - Walnut Avenue
48 Hour Directional Volume Count
CVA07778
Site Code: 232-24986
Counts Unlimited, Inc.
PO Box 1178
Corona, CA 92878
Phone: (951) 268-6268
email: counts@countsunlimited.com
Start 12/19/24 Eastbound Hour Totals Westbound Hour Totals Combined Totals
Time Thu Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon
12:00 5 57 0 46
12:15 2 44 1 41
12:30 0 52 0 32
12:45 2 27 9 180 1 22 2 141 11 321
01:00 0 49 1 38
01:15 1 40 0 30
01:30 3 48 1 31
01:45 2 52 6 189 1 42 3 141 9 330
02:00 1 50 1 34
02:15 0 38 0 30
02:30 1 69 0 23
02:45 2 55 4 212 0 40 1 127 5 339
03:00 0 50 3 22
03:15 2 49 2 33
03:30 0 69 3 29
03:45 0 50 2 218 1 18 9 102 11 320
04:00 1 48 3 30
04:15 3 39 5 18
04:30 2 49 7 21
04:45 2 42 8 178 6 23 21 92 29 270
05:00 4 62 4 18
05:15 10 52 5 8
05:30 5 40 8 14
05:45 9 40 28 194 6 18 23 58 51 252
06:00 12 26 13 10
06:15 12 23 22 9
06:30 10 20 16 10
06:45 17 20 51 89 24 4 75 33 126 122
07:00 9 22 17 6
07:15 19 21 32 12
07:30 20 6 22 9
07:45 25 9 73 58 38 7 109 34 182 92
08:00 29 10 39 8
08:15 30 9 48 12
08:30 39 7 30 9
08:45 25 11 123 37 34 6 151 35 274 72
09:00 36 5 40 3
09:15 27 4 22 2
09:30 39 3 26 8
09:45 39 3 141 15 18 8 106 21 247 36
10:00 38 5 24 6
10:15 35 3 19 6
10:30 38 6 23 3
10:45 37 8 148 22 20 7 86 22 234 44
11:00 40 2 30 1
11:15 41 2 33 4
11:30 50 3 31 0
11:45 53 1 184 8 35 2 129 7 313 15
Total 777 1400 777 1400 715 813 715 813 1492 2213
Combined
Total
2177 2177 1528 1528 3705
AM Peak - 11:00 --- 07:45 -----
Vol.- 184 --- 155 -----
P.H.F. 0.868 0.807
PM Peak -- 02:30 --- 12:00 ----
Vol.-- 223 --- 141 ----
P.H.F. 0.808 0.766
Percentag
e 35.7% 64.3% 46.8% 53.2%
ADT/AADT ADT 3,641 AADT 3,641
Page 94 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Street From
Direction 85th Percentile 29 mph
Block Range Posted Speed Limit N/P mph
Street Class Radar Enforceable Yes
Speeds Were Collected
Speeds Were Collected
Observer
Condition(s) Not Apparent
Range of Speeds 15 to 36 23 Percent in Pace 72 %
Speed No.Pct.Cum. Pct.
MPH)(cars)(%)(%)
15 1 1 1
16 3 3 4
17 3 3 7
18 5 5 12
19 8 8 20
20 10 10 30
21 13 13 43
22 17 17 60
23 4 4 64
24 5 5 69
25 4 4 73
26 1 1 74
27 3 3 77
28 5 5 82
29 3 3 85
30 6 6 91
31 2 2 93
32 5 5 98
33 1 1 99
34 0 0 99
35 0 0 99
36 1 1 100
37 0 0 100
38 0 0 100
39 0 0 100
40 0 0 100
41 0 0 100
42 0 0 100
43 0 0 100
44 0 0 100
45 0 0 100
46 0 0 100
47 0 0 100
48 0 0 100
49 0 0 100
50 0 0 100
51 0 0 100
52 0 0 100
53 0 0 100
54 0 0 100
55 0 0 100
56 0 0 100
57 0 0 100
City of Chula Vista
Engineering and Traffic Speed Survey
Prepared in accordance with CVC 627, 22357, and 22358, and Revision 8 of the 2014 California Manual on Uniform Traffic Control Devices, effective January 11, 2024.
Average Speed mph
12/17/24
1:20 pm
Counts Unlimited
10 MPH Pace
0
5
10
15
20
25
30
35
40
45
50
55
60
65
70
75
80
85
90
95
100
15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
85th Percentile Speed
85%
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
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Speed (mph)
FromPalomar Street (EB) between Bay Blvd and Walnut Ave/Frontage Rd
Page 95 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
RESOLUTION NO. TSC-2025-01
RESOLUTION OF THE TRAFFIC SAFETY COMMISSION
OF THE CITY OF CHULA VISTA RECOMMENDING THAT
THE CHULA VISTA CITY COUNCIL ESTABLISH THE
SPEED LIMIT ON PALOMAR STREET BETWEEN BAY
BOULEVARD TO WALNUT AVENUE/FRONTAGE ROAD
AT 30 MPH, AND THAT SCHEDULE X OF THE REGISTER
MAINTAINED IN THE OFFICE OF THE CITY ENGINEER
BE AMENDED TO REFLECT THE ESTABLISHED SPEED
LIMIT
WHEREAS, staff completed an Engineering and Traffic Survey (E&TS) on a segment of
Palomar Street between Bay Boulevard to Walnut Avenue/Frontage Road in accordance with the
California Vehicle Code (CVC), which stipulates that posted speed limits be determined by an
Engineering and Traffic Survey for each street with a posted speed limit within the City; and
WHEREAS, as described in the CVC, the E&TS shall include: 1) Prevailing speeds as
determined by traffic engineering measurements; 2) Collision records; and 3) Traffic/roadside
conditions not apparent to the driver; and
WHEREAS, the California Manual on Uniform Traffic Control Devices (CA MUTCD)
states that the speed limit shall be established at the nearest 5 mph increment of the 85th
percentile speed. Also, if the 5-mph reduction is applied, the E&TS shall document in writing
the conditions and justification for the lower speed limit and be approved by a registered Civil or
Traffic Engineer; and
WHEREAS, the CVC indicates that an E&TS may be valid (and thus enforceable by the
Police Department) for a period of up to fourteen (14) years or a time when conditions of the
roadway change, whichever is sooner; and
WHEREAS, with a valid E&TS, the posted speed limit on street can be enforced “prima
facie,” which means that the Police Department can use RADAR/LIDAR technology to enforce
the speed limit and the burden of proving whether the driver was proceeding at a safe speed is on
the driver; and
WHEREAS, denial of this resolution perpetuates the expired status of the E&TS for
Palomar Street such that the Police Department will be unable to enforce the posted speed limit
using RADAR/LIDAR technology; and
WHEREAS, based on the 85th percentile speed of the roadway and the collision rate
referenced in the E&TS, staff has determined that speed limit on Palomar Street between Bay
Boulevard and Walnut Avenue/Frontage Road be 30 mph; and
Docusign Envelope ID: 91265201-F651-4A58-A116-072026B0815F
Page 96 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
esolution No. TSC 2025-01
Page 2
NOW, THEREFORE, BE IT RESOLVED that the Traffic Safety Commission of the City
of Chula Vista does hereby recommend that the City Council, establish the proposed 30 mph
speed limit and that Schedule X of the register maintained in the Office of the City Engineer be
amended to reflect the speed limit as follows:
Palomar Street, beginning at Bay Boulevard and ending at Walnut
Avenue/Frontage Road, proposed speed limit at 30 mph.
PASSED AND APPROVED by the Traffic Safety Commission of the City of Chula Vista,
California, the 10th day of April 2025, by the following vote:
AYES: Commissioners: Becerra Firsht, Caudillo, DeMarco, Luke, Marroquin, and
Orso-Delgado
NAYS: Commissioners: None
ABSENT: Commissioners: Flores
Pedro Orso-Delgado, Chair
ATTEST:
Florence Picardal, Secretary
Docusign Envelope ID: 91265201-F651-4A58-A116-072026B0815F
Page 97 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
TRAFFIC SAFETY COMMISSION AGENDA STATEMENT
Item __ 1____
Meeting Date 04/10/25
ITEM TITLE: RESOLUTION OF THE SAFETY COMMISSION OF THE CITY OF
CHULA VISTA RECOMMENDING THAT THE CHULA VISTA CITY
COUNCIL ESTABLISH THE SPEED LIMIT ON BOB PLETCHER
WAY BETWEEN MILLENIA AVENUE TO WOLF CANYON LOOP AT
25 MPH, AND THAT SCHEDULE X OF THE REGISTER
MAINTAINED IN THE OFFICE OF THE CITY ENGINEER BE
AMENDED TO REFLECT THESE SPEED LIMITS
SUBMITTED BY: City Traffic Engineer
Staff completed an Engineering and Traffic Survey for a segment of Bob Pletcher Way in
accordance with the California Vehicle Code, which indicates that the posting of speed limits be
determined by an Engineering and Traffic Survey for each street with a posted speed limit within
the City (with some exceptions).
RECOMMENDATION: That the Traffic Safety Commission concur with staff and recommend
that the Chula Vista City Council establish a 25 MPH speed limit along Bob Pletcher Way between
Millenia Avenue and Wolf Canyon Loop, and that Schedule X of the register maintained in the
Office of the City Engineer be amended to reflect these speed limits
DISCUSSION:
The California Vehicle Code (CVC) establishes minimum and maximum prima facie speed limits
for all streets in the State. The minimum prima facie speed limit is 25 miles per hour (MPH) and
the maximum speed limit is 65 MPH and an engineering and traffic survey (E&TS) is required to
change the prima facie and/or update various speed limits in the City.
The CVC requires that local agencies review changes in local speed limits every five to ten years
to determine if the existing street segment speed limits require updating due to the age of the
engineering and traffic survey or due to changes in roadway and traffic conditions.
Currently, there is no posted speed limit along Bob Pletcher Way between Millenia Avenue and
Wolf Canyon Loop.
City staff completed a speed survey for above segments in accordance with the California Vehicle
Code. As described in the California Vehicle Code, the survey shall include:
1) Prevailing speeds as determined by traffic engineering measurements;
2) Traffic/roadside conditions not readily apparent to the driver.
Physical Conditions
The following information describes the existing conditions along of Bob Pletcher Way:
Page 98 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 2, Item _3__
Meeting Date 09/12/24
Classification Between Millenia Avenue and Wolf Canyon Loop – Local.
Length/Width – 1,531 feet (0.29 miles) long and 34’ to 36’ wide.
Average Daily Traffic: 2,935
Number of Lanes: One travel lane (1 per direction).
Existing Speed Limit – None.
85% Percentile Speed: 30 mph.
Striping – Two lanes of traffic.
Parking – Parking is allowed along both sides of this segment west of SR-125.
Horizontal Alignment – Horizontal Curve just west of Millenia Avenue.
Accident Rate History – The accident rate at this segment is 0.0 accidents per million
vehicle miles.
CONCLUSION:
When speed limits are appropriately established the following objectives are achieved:
Meaningful, unambiguous enforcement
Voluntary public compliance
Clear identification of the unreasonable violator
Elimination of unjustifiable “tolerances” of higher speed travel
Based on the 85th percentile speed of the roadway, staff has determined that a 25 MPH speed limit
along Bob Pletcher Way between Millenia Avenue and Wolf Canyon Loop is recommended.
Should the City Council establish the proposed 25 mph speed limit, Schedule X of the register
maintained in the Office of the City Engineer be amended to reflect the speed limit decrease:
Bob Pletcher Way between Millenia Avenue to Wolf Canyon Loop, proposed speed limit
at 25 mph.
FISCAL IMPACT:
The establishment of the speed limit would require the posting of new speed limit signs and speed
limit pavement legends. This work will be funded by an existing Traffic Engineering Capital
Improvement Project, TRF-0332, Signing and Striping Program.
Attachments:
1. Location Plat
2. Speed Survey
Page 99 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Bob Pletcher Way Between Millenia Avenue and Wolf Canyon Loop
Page 100 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
City of Chula Vista
Segment #53
Bob Pletcher Way between Wolf Canyon Loop and Millenia
Avenue
Page 101 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 102 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
MPH Vehicles Surveyed TOT.
Speed EB WB VEH.Location:Bob Pletcher Way
55 0 0 55 0
54 0 0 54 0
53 0 0 53 0 Between:W/ State Route 125
52 0 0 52 0
51 0 0 51 0
50 0 0 50 0 Weather:Clear
49 0 0 49 0
48 0 0 48 0
47 0 0 47 0 Date:
46 0 0 46 0
45 0 0 45 0
44 0 0 44 0 Time
43 0 0 43 0 From:3:00
42 0 0 42 0
41 0 0 41 0 Time
40 0 0 40 0 To:3:20
39 0 0 39 0
38 0 0 38 0 Existing
37 0 0 37 0 Speed Limit:N / P MPH
36 0 1 36 X 1
35 0 1 35 X 1
34 0 2 34 X X 2
33 1 1 33 X X 2
32 1 4 32 X X X X X 5
31 0 2 31 X X 2 Eastbound Westbound Combined Statistics
30 4 3 30 X X X X X X X 7 *% Over Pace:4%10%13%
29 3 1 29 X X X X 4 *
28 11 6 28 X X X X X X X X X X X X X X X X X 17 *% In Pace:86%72%77%
27 4 4 27 X X X X X X X X 8 P
26 2 7 26 X X X X X X X X X 9 A % Under Pace:10%18%10%
25 4 4 25 X X X X X X X X 8 C
24 3 3 24 X X X X X X 6 E Average Speed:25 MPH 27 MPH 26 MPH
23 3 2 23 X X X X X 5 *
22 5 3 22 X X X X X X X X 8 *Pace Speed:21 - 30 MPH 23 - 32 MPH 21 - 30 MPH
21 4 1 21 X X X X X 5 *
20 3 2 20 X X X X X 5
19 0 2 19 X X 2 15th Percentile / Critical Speed:21 MPH 22 MPH 21 MPH
18 2 0 18 X X 2
17 0 1 17 X 1 50th Percentile / Critical Speed:26 MPH 26 MPH 26 MPH
16 0 0 16 0
15 0 0 15 0 85th Percentile / Critical Speed:29 MPH 32 MPH 30 MPH
14 0 0 14 0
13 0 0 13 0
12 0 0 12 0
11 0 0 11 0
10 0 0 10 0
9 0 0 9 0
8 0 0 8 0
7 0 0 7 0
6 0 0 6 0
5 0 0 5 0
Total 50 50 GRAND TOTALS 100
Corona, CA 92880
T 951-268-6268 F 951-268-6267
Eastbound Westbound
City of Chula Vista
Radar Speed Survey
Radar Survey Conducted By:
Counts Unlimited, Inc.
PO Box 1178
1/28/25
Page 103 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 1
City of Chula Vista
Bob Pletcher Way
B/ Wolf Canyon Loop - Millenia Avenue
48 Hour Directional Volume Count
CVA001
Site Code: 232-25010
Counts Unlimited, Inc.
PO Box 1178
Corona, CA 92878
Phone: (951) 268-6268
email: counts@countsunlimited.com
Start 1/28/25 Eastbound Hour Totals Westbound Hour Totals Combined Totals
Time Tue Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon
12:00 0 10 3 11
12:15 0 8 2 25
12:30 2 10 2 14
12:45 2 5 4 33 0 11 7 61 11 94
01:00 1 5 0 12
01:15 0 10 2 19
01:30 0 15 0 18
01:45 0 10 1 40 0 16 2 65 3 105
02:00 0 10 1 21
02:15 1 6 0 27
02:30 1 5 0 39
02:45 1 32 3 53 1 53 2 140 5 193
03:00 0 30 3 59
03:15 1 26 0 34
03:30 0 64 1 47
03:45 1 38 2 158 0 62 4 202 6 360
04:00 1 95 0 40
04:15 0 28 1 33
04:30 0 24 2 46
04:45 6 38 7 185 0 23 3 142 10 327
05:00 7 27 2 38
05:15 7 32 2 29
05:30 7 29 4 27
05:45 2 18 23 106 1 32 9 126 32 232
06:00 7 27 3 24
06:15 6 23 6 29
06:30 8 12 5 22
06:45 8 12 29 74 4 30 18 105 47 179
07:00 16 19 40 20
07:15 27 12 27 24
07:30 28 8 35 18
07:45 35 16 106 55 40 22 142 84 248 139
08:00 48 14 85 15
08:15 43 11 127 18
08:30 44 7 79 19
08:45 68 6 203 38 23 15 314 67 517 105
09:00 41 3 9 12
09:15 13 5 8 5
09:30 9 1 12 6
09:45 6 3 69 12 7 6 36 29 105 41
10:00 10 4 10 2
10:15 7 1 9 7
10:30 8 1 8 1
10:45 4 1 29 7 13 3 40 13 69 20
11:00 8 3 11 3
11:15 4 1 9 2
11:30 6 2 11 3
11:45 8 2 26 8 14 0 45 8 71 16
Total 502 769 502 769 622 1042 622 1042 1124 1811
Combined
Total 1271 1271 1664 1664 2935
AM Peak -08:00 ---07:45 -----
Vol.-203 ---331 -----
P.H.F. 0.746 0.652
PM Peak --03:30 ---03:00 ----
Vol.--225 ---202 ----
P.H.F. 0.592 0.815
Percentag
e
39.5%60.5% 37.4%62.6%
Page 104 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 2
City of Chula Vista
Bob Pletcher Way
B/ Wolf Canyon Loop - Millenia Avenue
48 Hour Directional Volume Count
CVA001
Site Code: 232-25010
Counts Unlimited, Inc.
PO Box 1178
Corona, CA 92878
Phone: (951) 268-6268
email: counts@countsunlimited.com
Start 1/29/25 Eastbound Hour Totals Westbound Hour Totals Combined Totals
Time Wed Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon Morning Afternoon
12:00 0 6 2 16
12:15 1 6 4 12
12:30 1 6 0 16
12:45 0 9 2 27 0 18 6 62 8 89
01:00 1 8 2 19
01:15 0 11 0 21
01:30 0 7 2 20
01:45 0 6 1 32 1 16 5 76 6 108
02:00 0 2 0 18
02:15 0 5 0 24
02:30 0 6 0 36
02:45 0 8 0 21 1 47 1 125 1 146
03:00 0 17 2 47
03:15 0 26 0 39
03:30 0 56 0 35
03:45 1 29 1 128 1 77 3 198 4 326
04:00 0 62 1 29
04:15 0 22 0 34
04:30 0 22 0 35
04:45 2 22 2 128 0 32 1 130 3 258
05:00 5 27 1 31
05:15 7 22 2 38
05:30 9 18 2 22
05:45 7 26 28 93 4 44 9 135 37 228
06:00 10 23 2 38
06:15 5 22 6 29
06:30 13 21 6 24
06:45 11 10 39 76 6 19 20 110 59 186
07:00 20 5 36 20
07:15 27 15 32 18
07:30 24 8 23 21
07:45 28 10 99 38 38 17 129 76 228 114
08:00 52 14 100 24
08:15 56 20 125 17
08:30 50 11 75 18
08:45 57 7 215 52 28 15 328 74 543 126
09:00 38 7 13 17
09:15 11 5 7 11
09:30 13 4 15 9
09:45 5 1 67 17 18 11 53 48 120 65
10:00 10 4 7 8
10:15 5 6 14 1
10:30 5 4 9 2
10:45 9 2 29 16 14 4 44 15 73 31
11:00 9 1 9 3
11:15 10 1 11 2
11:30 14 1 8 1
11:45 7 1 40 4 15 1 43 7 83 11
Total 523 632 523 632 642 1056 642 1056 1165 1688
Combined
Total
1155 1155 1698 1698 2853
AM Peak -08:00 ---07:45 -----
Vol.-215 ---338 -----
P.H.F. 0.943 0.676
PM Peak --03:15 ---03:00 ----
Vol.--173 ---198 ----
P.H.F. 0.698 0.643
Percentag
e
45.3%54.7% 37.8%62.2%
ADT/AADT ADT 2,894 AADT 2,894
Page 105 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Street From
Direction 85th Percentile 30 mph
Block Range Posted Speed Limit N/P mph
Street Class Radar Enforceable Yes
Speeds Were Collected
Speeds Were Collected
Observer
Condition(s) Not Apparent
Range of Speeds 17 to 36 26 Percent in Pace 77 %
Speed No.Pct.Cum. Pct.
MPH)(cars)(%)(%)
15 0 0 0
16 0 0 0
17 1 1 1
18 2 2 3
19 2 2 5
20 5 5 10
21 5 5 15
22 8 8 23
23 5 5 28
24 6 6 34
25 8 8 42
26 9 9 51
27 8 8 59
28 17 17 76
29 4 4 80
30 7 7 87
31 2 2 89
32 5 5 94
33 2 2 96
34 2 2 98
35 1 1 99
36 1 1 100
37 0 0 100
38 0 0 100
39 0 0 100
40 0 0 100
41 0 0 100
42 0 0 100
43 0 0 100
44 0 0 100
45 0 0 100
46 0 0 100
47 0 0 100
48 0 0 100
49 0 0 100
50 0 0 100
51 0 0 100
52 0 0 100
53 0 0 100
54 0 0 100
55 0 0 100
56 0 0 100
57 0 0 100
City of Chula Vista
Engineering and Traffic Speed Survey
Prepared in accordance with CVC 627, 22357, and 22358, and Revision 8 of the 2014 California Manual on Uniform Traffic Control Devices, effective January 11, 2024.
Average Speed mph
01/28/25
3:00 pm
Counts Unlimited
10 MPH Pace
0
5
10
15
20
25
30
35
40
45
50
55
60
65
70
75
80
85
90
95
100
17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
85th Percentile Speed
85%
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
Cu
m
u
l
a
t
i
v
e
P
e
r
c
e
n
t
a
g
e
Speed (mph)
Nu
m
b
e
r
o
f
V
e
h
i
c
l
e
s
Speed (mph)
Bob Pletcher Way between Wolf Canyon Loop and Millenia Avenue
Page 106 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
RESOLUTION NO. TSC-2025-02
RESOLUTION OF THE TRAFFIC SAFETY COMMISSION
OF THE CITY OF CHULA VISTA RECOMMENDING THAT
THE CHULA VISTA CITY COUNCIL ESTABLISH THE
SPEED LIMIT ON BOB PLETCHER WAY BETWEEN
MILLENIA AVENUE TO WOLF CANYON LOOP AT 25
MPH, AND THAT SCHEDULE X OF THE REGISTER
MAINTAINED IN THE OFFICE OF THE CITY ENGINEER
BE AMENDED TO REFLECT THE ESTABLISHED SPEED
LIMIT
WHEREAS, staff completed an Engineering and Traffic Survey (E&TS) on a segment of
Bob Pletcher Way between Millenia Avenue to Wolf Canyon Loop in accordance with the
California Vehicle Code (CVC), which stipulates that posted speed limits be determined by an
Engineering and Traffic Survey for each street with a posted speed limit within the City; and
WHEREAS, as described in the CVC, the E&TS shall include: 1) Prevailing speeds as
determined by traffic engineering measurements; 2) Collision records; and 3) Traffic/roadside
conditions not apparent to the driver; and
WHEREAS, the California Manual on Uniform Traffic Control Devices (CA MUTCD)
states that the speed limit shall be established at the nearest 5 mph increment of the 85th
percentile speed. Also, if the 5-mph reduction is applied, the E&TS shall document in writing
the conditions and justification for the lower speed limit and be approved by a registered Civil or
Traffic Engineer; and
WHEREAS, the CVC indicates that an E&TS may be valid (and thus enforceable by the
Police Department) for a period of up to fourteen (14) years or a time when conditions of the
roadway change, whichever is sooner; and
WHEREAS, with a valid E&TS, the posted speed limit on street can be enforced “prima
facie,” which means that the Police Department can use RADAR/LIDAR technology to enforce
the speed limit and the burden of proving whether the driver was proceeding at a safe speed is on
the driver; and
WHEREAS, denial of this resolution limits the Police Department such that it will be
unable to enforce the posted speed limit using RADAR/LIDAR technology; and
WHEREAS, based on the 85th percentile speed of the roadway referenced in the E&TS,
staff has determined that speed limit on Bob Pletcher Way between Millenia Avenue to Wolf
Canyon Loop be 25 mph; and
Docusign Envelope ID: 91265201-F651-4A58-A116-072026B0815F
Page 107 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
esolution No. TSC 2025-02
Page 2
NOW, THEREFORE, BE IT RESOLVED that the Traffic Safety Commission of the City
of Chula Vista does hereby recommend that the City Council, establish the proposed 25 mph
speed limit and that Schedule X of the register maintained in the Office of the City Engineer be
amended to reflect the speed limit as follows:
Bob Pletcher Way between Millenia Avenue to Wolf Canyon Loop, proposed
speed limit at 25 mph.
PASSED AND APPROVED by the Traffic Safety Commission of the City of Chula Vista,
California, the 10th day of April 2025, by the following vote:
AYES: Commissioners: Becerra Firsht, Caudillo, DeMarco, Luke, Marroquin,
Orso-Delgado
NAYS: Commissioners: None
ABSENT: Commissioners: Flores
Pedro Orso-Delgado, Chair
ATTEST:
Florence Picardal, Secretary
Docusign Envelope ID: 91265201-F651-4A58-A116-072026B0815F
Page 108 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
v . 0 03 P a g e | 1
August 5, 2025
ITEM TITLE
Electric Micromobility Vehicles: Adopt an Electric Micromobility Vehicle Ordinance
Location: No specific geographic location
Department: City Manager, City Attorney, Police & Engineering
G.C. § 84308 Regulations Apply: 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 adding Chapter 10.73 (Electric Micromobility Vehicles) and amending Chapters 10.08
(Definitions) and 5.67 (Shared Micro-Mobility Device Pilot Program) of the Chula Vista Municipal Code,
addressing rules governing the use of electric micromobility vehicles within the City. (Second Reading and
Adoption)
Summary
This ordinance was placed on first reading on July 22, 2025. The original staff report can be accessed at the
following link: https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=53123
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 109 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
ORDINANCE NO.
ORDINANCE OF THE CITY OF CHULA VISTA AMENDING
VARIOUS SECTIONS OF CHULA VISTA MUNICIPAL CODE
CHAPTER 5.67 (SHARED MICRO-MOBILITY DEVICE PILOT
PROGRAM) BY AMENDING SECTION 5.67.020 AND REPEALING
SECTION 5.67.090 IN ITS ENTIRETY, AMENDING VARIOUS
SECTIONS OF CHULA VISTA MUNICIPAL CODE CHAPTER 10.08
(VEHICLES AND TRAFFIC – DEFINITIONS) BY ADDING SECTIONS
10.08.101, 10.08.102, 10.08.103, 10.08.125, AND 10.08.126, AND
ADDING CHAPTER 10.73 (ELECTRIC MICROMOBILITY
VEHICLES) TO THE CHULA VISTA MUNICIPAL CODE TO CLARIFY
EXISTING REQUIREMENTS AND ADD NEW REQUIREMENTS
RELATED TO ELECTRIC MICROMOBILITY VEHICLES
WHEREAS, California Vehicle Code Sections 231, 21100, 21206, and 21207.5 allow cities to
enact ordinances regulating the parking and operation of electric bicycles, as defined in California
Vehicle Code Sections 231 and 312.5, on pedestrian facilities, bicycle facilities, and equestrian, hiking,
and recreational trails; and
WHEREAS, California Vehicle Code Section 21282 allows cities to enact ordinances regulating
the time, place, and manner of the operation of electric personal assistive mobility devices, as defined
in California Vehicle Code Section 313, for the purpose of assuring the safety of pedestrians, including
seniors, persons with disabilities, and others using sidewalks, bicycle paths, pathways, trails, bicycle
lanes, streets, roads, and highways; and
WHEREAS, California Vehicle Code Section 21100 allows cities to enact ordinances regulating
the operation of electrically motorized boards, as defined in California Vehicle Code Section 313.5, so
long as such regulations do not duplicate or conflict with California Vehicle Code regulations of
electrically motorized boards at California Vehicle Code Sections 21290 through 21296; and
WHEREAS, California Vehicle Code Section 21225 allows cities to enact ordinances to regulate
the registration of motorized scooters, as defined in California Vehicle Code Section 407.5, and the
parking and operation of motorized scooters on pedestrian or bicycle facilities and local city streets and
highways, if that regulation is not in conflict with the California Vehicle Code; and
WHEREAS, California Vehicle Code Section 21266 allows cities to enact ordinances to restrict
or prohibit the use of low-speed vehicles, as defined in California Vehicle Code Section 385.5, and may
prohibit operation of low-speed vehicles in the roadway when acting as the primary traffic enforcement
agency and the city deems the prohibition to be in the best interest of public safety; and
WHEREAS, the City Council of the City of Chula Vista (“City Council”) intends to promote
the safety of persons using electric bicycles, electric personal assistive mobility devices, electrically
motorized boards, motorized scooters, and other similar vehicles (defined herein as “Electric
Micromobility Vehicles”) while maximizing recreational opportunities and fully exempting disabled
persons operating electric mobility devices from the proposed regulations; and
Page 110 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
WHEREAS, the City Council has determined that the proposed regulations represent reasonable
measures and enforcement mechanisms that can be implemented to promote the safe and efficient use
of selected sidewalks, bicycle paths, pathways, trails, and bicycle lanes in the City; and
WHEREAS, the City Council made this determination after considering the probability and
gravity of potential injuries to persons and property against the practicability and cost of implementing
measures that would protect against the risk of such injuries; and
WHEREAS, California Vehicle Code Section 21214.7 authorizes local governments in San
Diego County to adopt pilot program ordinances prohibiting children under 12 years of age from
operating Class 1 or Class 2 electric bicycles, as defined in California Vehicle Code Section 312.5,
subject to certain requirements; and
WHEREAS, the City Council has directed City staff to incorporate the requirements and
provisions of California Vehicle Code Section 21214.7 into the new Electric Micromobility Vehicle
amendments; and
WHEREAS, the Electric Micromobility Vehicle amendments are exempt from environmental
review under the California Environmental Quality Act because they are regulatory and enforcement
measures that will not result in any direct or indirect physical impacts on the environment, and which
are further exempted from review under the California Environmental Quality per California Code of
Regulations, title 14, section 15321, which exempts enforcement of laws, general rules, standards, and
objectives administered or adopted by the agency from environmental review.
NOW THEREFORE, the City Council of the City of Chula Vista does ordain as follows:
Section I. All of the above statements are true and incorporated herein.
Section II. Chula Vista Municipal Code Section 5.67.020, definition of “Scooter,” is hereby
amended and shall read as follows:
5.67.020 Definitions.
“Motorized Scooter” shall have the meaning given to such term in Section 10.08.126 of this code.
[all other definitions in Section 5.67.020 remain unchanged]
Section III. Chula Vista Municipal Code Section 5.67.090 is repealed in its entirety.
Section IV. The following sections in Chula Vista Municipal Code Chapter 10.08 are hereby added
and shall read as follows:
[Sections 10.08.010 through 10.08.100 remain unchanged]
Page 111 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
10.08.101 Electric bicycle.
“Electric bicycle” shall have the same meaning given to such term in California Vehicle Code Section
312.5(a), and means a bicycle equipped with fully operable pedals and an electric motor that does not
exceed 750 watts of power.
A. A “Class 1 electric bicycle” or “low-speed pedal-assisted electric bicycle” shall have the
meaning given to such term in California Vehicle Code Section 312.5(a)(1).
B. A “Class 2 electric bicycle” or “low-speed throttle-assisted electric bicycle” shall have the
meaning given to such term in California Vehicle Code Section 312.5(a)(2).
C. A “Class 3 electric bicycle” or “speed pedal-assisted electric bicycle” shall have the
meaning given to such term in California Vehicle Code Section 312.5(a)(3).
10.08.102 Electric micromobility vehicle.
“Electric micromobility vehicle” means a lightweight, low-speed electric vehicle that is designed for
individual transportation and is propelled wholly or partially by an electric motor. “Electric micromobility
vehicle” includes, but is not limited to, electric bicycles, motorized scooters, electrically motorized boards,
low-speed vehicles, and other similar vehicles, to the extent the City is authorized to regulate these devices
under state law. “Electric micromobility vehicle” does not mean motorized bicycles or mopeds as defined
in California Vehicle Code Section 406, electric motorcycles as defined in California Vehicle Code Section
400, or motor vehicles subject to registration and motor vehicle insurance requirements. “Electric
micromobility vehicle” does not include any mobility devices operated by any disabled persons for
mobility or similar uses.
10.08.103 Electrically motorized board.
“Electrically motorized board” means a wheeled device with a floorboard designed to be stood upon when
riding that is not greater than 60 inches deep and 18 inches wide, that is designed to transport only one
person, and that has an electric propulsion system averaging less than 1,000 watts, the maximum speed of
which, when powered solely by a propulsion system on a paved level surface, is no more than 20 miles
per hour, but which may also be powered by human propulsion, as further defined in California Vehicle
Code Section 313.5.
[Subsections 10.08.110 through 10.08.120 remain unchanged]
10.08.125 Low-speed vehicle.
“Low-speed vehicle” means a motor vehicle that has four wheels, can attain speeds between 20 miles per
hour and 25 miles per hour on a paved level surface, and that has a gross vehicle weight of less than 3,000
pounds, as further defined in California Vehicle Code Section 385.5(a). A “low-speed vehicle” does not
mean a golf cart as defined in California Vehicle Code Section 345.
Page 112 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
10.08.126 Motorized scooter.
“Motorized scooter” means any two-wheeled device that has handlebars, has either a floorboard that is
designed to be stood upon when riding or a seat and footrests in place of the floorboard and is powered
by an electric motor, as further defined in California Vehicle Code Section 407.5(a).
[Sections 10.08.130 through 10.08.220 remain unchanged]
Section V. Chapter 10.73, “Electric Micromobility Vehicles” is hereby added to the Chula Vista
Municipal Code and shall read as follows:
10.73.010 Title.
This chapter is known as the “Electric Micromobility Vehicle Safety Ordinance,” may be cited as such,
and will be referred to herein as “this chapter.”
10.73.020 Purpose and intent.
The purpose of this chapter is to establish rules governing the use of electric micromobility vehicles within
the City. With such rules, the City desires to protect the health, safety, and welfare of riders of electric
micromobility vehicles and the general public as authorized by the California Vehicle Code, including ,
but not limited to, California Vehicle Code Section 21214.7 (the San Diego Electric Bicycle Safety Pilot
Program).
10.73.030 Exemptions.
The following persons are exempted from the provisions of this chapter:
A. Disabled Persons. Disabled persons operating an electric micromobility vehicle or other
similar motorized or nonmotorized mobility assistance device for mobility or similar
purposes shall be fully exempt from the requirements and prohibitions in this chapter.
B. Public Agency Personnel. Public agency personnel operating or riding an electric
micromobility vehicle or other similar motorized or nonmotorized mobility device as part
of and within the scope of their official duties are exempt from the requirements and
prohibitions in this chapter.
10.73.040 Minimum ages to operate Class 1 or 2 electric bicycles.
A. No person under 12 years of age may operate or ride a Class 1 or Class 2 electric bicycle
within the City.
B. No person shall knowingly permit a person under 12 years of age to operate a Class 1 or
Class 2 electric bicycle within the City.
Page 113 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
C. This section, 10.73.040, shall remain in effect until January 1, 2029, and as of that date is
repealed unless otherwise extended by the City Council.
10.73.050 Restrictions for passengers on electric micromobility vehicles.
A. No operator under 18 years of age may transport any passengers on any electric
micromobility vehicle.
B. All persons operating an electric bicycle or riding as a passenger on an electric bicycle shall
ride on a permanent and regular seat attached to the electric bicycle, or on a separate seat
attached thereto, as required to comply with the requirements of California Vehicle Code
Section 21204.
10.73.060 Helmets required.
A. No person under 18 years of age may operate any electric micromobility vehicle unless
that person is wearing a properly fitted and fastened bicycle helmet, as required by
California Vehicle Code Sections 21212, 21213, and 21235.
B. All persons operating or riding a Class 3 electric bicycle must wear a properly fitted and
fastened bicycle helmet in accordance with California Vehicle Code Section 21213.
10.73.070 Safe operation of electric micromobility vehicles.
A. No person shall operate or use an electric micromobility vehicle at a speed greater than is
reasonable and prudent under the conditions then existing.
B. A person operating an electric micromobility vehicle upon a sidewalk shall exercise due
care under the circumstances and conditions then existing.
10.73.080 Operating electric micromobility vehicles: prohibitions and restrictions.
Except as provided in section 10.73.030 of this chapter, the following prohibition and restrictions apply
to using, riding, or operating electric micromobility vehicles within the City:
A. No person shall use, ride, or operate any electric micromobility vehicle upon any sidewalk
within any business district as described by this code, nor upon a sidewalk within the City
containing signs posted by the City Engineer prohibiting such use, riding, or operation.
B. No person shall use, ride, or operate a Class 3 electric bicycle upon any sidewalk within
the City.
C. No person shall use, ride, or operate a motorized scooter:
1. Upon a sidewalk.
Page 114 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
2. Upon a roadway or highway or outside of a striped bicycle lane (Class II facility)
or separated bikeway (Class IV facility), where the posted speed limit is 40 miles
per hour or greater.
D. In accordance with Section 21235(b) of the California Vehicle Code, the City hereby
authorizes the use and operation of motorized scooters outside of a Class II or Class IV
bikeway on a highway with a speed limit of up to 35 miles per hour.
E. The 15 mile per hour maximum speed for the operation of a motorized scooter specified in
California Vehicle Code Section 22411 applies to the operation of a motorized scooter on
all highways, including bikeways, regardless of a higher speed limit applicable to such
highway.
F. A person operating an electric micromobility vehicle upon a sidewalk shall yield the right-
of-way to persons not operating such vehicles.
10.73.090 Operating electric micromobility vehicles in City-owned parking structures.
No person shall operate an electric micromobility vehicle in a City-owned parking structure, except for
the limited purpose of accessing parking or to travel through for the purpose of accessing a destination.
10.73.100 Operating electric micromobility vehicles in parks and other City facilities.
Use of electric micromobility vehicles in parks and other City facilities shall comply with CVMC Chapter
2.66.
10.73.110 Parking of electric micromobility vehicles.
A. The City Engineer is hereby authorized to designate and establish electric micromobility
vehicle parking spaces for use at such locations and during such times as he or she may
deem suitable and necessary.
B. When official signs or markings restricting parking to electric micromobility vehicles are
in place, no person shall park or stand any vehicle other than an electric micromobility
vehicle in such a space.
C. Electric micromobility vehicles shall be parked upright. Electric micromobility vehicles
not parked in designated parking spaces shall be parked in hardscaped areas and shall not
be parked in areas that are landscaped with grass, shrubs, or other vegetation or in any other
position so as to impede travel by pedestrians.
D. It shall be unlawful to park an electric micromobility vehicle on sidewalks in the following
areas:
1. Within 10 feet of any curb ramp or driveway;
2. Within 15 feet of any marked or unmarked crosswalk;
Page 115 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
3. Within 10 feet of a curb parallel to a bus stop, except in designated electric
micromobility vehicle parking spaces;
4. Within 10 feet of a marked and signed loading zone as defined in CVMC section
10.08.120;
5. Within 10 feet of a marked and signed ADA-accessible parking space;
6. Within 5 feet of street furniture that requires pedestrian access, including, but not
limited to, benches, parking pay stations, and bus shelters;
7. Within 5 feet of permitted outdoor dining areas;
8. Within a transit platform or transit waiting area except at designated bicycle parking
spaces.
10.73.120 Violations – Penalties.
A. It shall be unlawful for any person to violate any provision or fail to comply with any of
the requirements of this chapter or any regulation adopted hereunder.
B. For the first 90 days after the effective date of this chapter, the punishment for a violation
of this chapter shall be a warning notice.
C. After the first 90 days after the effective date of this chapter, violations shall be punishable
as follows:
1. A violation of 10.73.040(a) shall be an infraction with a fine of $25.
a. A record of the action shall not be transmitted to the court and a fee shall
not be imposed upon a citation for this infraction if the parent or le gal
guardian of the person who violated the prohibition delivers proof to the
issuing agency within 120 days after the citation was issued that the person
has completed an electric bicycle safety and training program pursuant to
Section 894 of the Streets and Highways Code.
2. All other violations shall be punishable as an infraction with a fine of $50 for the
first conviction and $100 for the second conviction. A maximum fine of up to $250
may be imposed for each conviction thereafter.
D. If an unemancipated minor violates this chapter, a parent or legal guardian with control or
custody of the minor shall be jointly and severally liable with the minor for the amount of
the fine imposed.
E. Any person cited and convicted of three or more infractions of this chapter may be barred
from the use of electric micromobility vehicles in City-owned parking structures, lots,
parks, or other City facilities.
F. The City shall have the authority to seize and confiscate any electric micromobility vehicle
operated in violation of these provisions if the owner is not present or cannot be present in
Page 116 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
a reasonable amount of time. The owner will be responsible for payment of any associated
storage fees prior to release of such vehicle.
G. The City shall have the authority to take and impound electric micromobility vehicles of
persons found violating this chapter, and to hold the same for a period not to exceed 30
days.
1. In the event that a minor is found violating any provision of this chapter, the City
shall have the authority to take and impound the electric micromobility vehicle of
such minor. During the 30 day impound period, the City shall notify the parent(s)
or guardian(s) or other person(s) having the custody and control of the minor of
such offense, and secure, if possible, the cooperation and assistance of such
parent(s) or guardian(s) or other person(s) having the custody and control of the
minor, in preventing the recurrence of such offense by such minor.
10.73.130 Effective date.
This chapter shall take effect and be in force on September 4, 2025.
Section VI. 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 VII. 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 VIII. Effective Date.
This Ordinance shall take effect and be in force on the thirtieth day after its final passage.
Section IX. 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.
Page 117 of 849
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August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
Presented by:
_____________________________________
Tiffany Allen
Assistant City Manager
Approved as to Form by:
_____________________________________
Marco A. Verdugo
City Attorney
Page 118 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SHARE THIS: Date Published: 09/30/2024 02:00 PM
AB-2234 Vehicles: electric bicycles.(2023-2024)
Assembly Bill No. 2234
CHAPTER 823
An act to add and repeal Section 21214.7 of the Vehicle Code, relating to vehicles.
[ Approved by Governor September 28, 2024. Filed with Secretary of State
September 28, 2024. ]
LEGISLATIVE COUNSEL'S DIGEST
AB 2234, Boerner. Vehicles: electric bicycles.
Existing law defines an electric bicycle and classifies electric bicycles into 3 classes with different restrictions.
Under existing law, a “class 1 electric bicycle” is a bicycle equipped with a motor that provides assistance only
when the rider is pedaling and ceases to provide assistance when the bicycle reaches the speed of 20 miles per
hour. Under existing law, a “class 2 electric bicycle” is a bicycle equipped with a motor that may be used
exclusively to propel the bicycle and is not capable of providing assistance when the bicycle reaches the speed of
20 miles per hour. Under existing law, a “class 3 electric bicycle” is a bicycle equipped with a speedometer and a
motor that provides assistance only when the rider is pedaling, and that ceases to provide assistance when the
bicycle reaches the speed of 28 miles per hour. Existing law prohibits a person under 16 years of age from
operating a class 3 electric bicycle.
This bill, the San Diego Electric Bicycle Safety Pilot Program, would, until January 1, 2029, authorize a local
authority within the County of San Diego, or the County of San Diego in unincorporated areas, to adopt an
ordinance or resolution that would prohibit a person under 12 years of age from operating a class 1 or 2 electric
bicycle. For the first 60 days following the adoption of an ordinance or resolution for this purpose, the bill would
make a violation of the ordinance or resolution punishable by a warning notice. After 60 days, the bill would
make a violation of the ordinance or resolution punishable by a fine of $25, except as specified. This bill would
make a parent or legal guardian with control or custody of an unemancipated minor who violates the ordinance
or resolution jointly and severally liable with the minor for the amount of the fine imposed. The bill would, if an
ordinance or resolution is adopted, require the county to, by January 1, 2028, submit a report to the Legislature
that includes, among other things, the total number of traffic stops initiated for a violation of the ordinance or
resolution, the results of those traffic stops, and the actions taken by a peace officer during a traffic stop, as
specified. The bill would require a local authority or county to administer a public information campaign for at
least 30 calendar days prior to the enactment of the ordinance or resolution, as specified.
Vote: majority Appropriation: no Fiscal Committee: no Local Program: no
THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:
Home Bill Information California Law Publications Other Resources My Subscriptions My Favorites
5/14/25, 10:23 AM Bill Text - AB-2234 Vehicles: electric bicycles.
https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202320240AB2234 1/3
Page 119 of 849
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SECTION 1. Section 21214.7 is added to the Vehicle Code, to read:
21214.7. (a) This section shall be known, and may be cited, as the San Diego Electric Bicycle Safety Pilot
Program.
(b) A local authority within the County of San Diego, or the County of San Diego in unincorporated areas, may,
by ordinance or resolution, prohibit a person under 12 years of age from operating a class 1 or 2 electric bicycle.
(c) (1) A violation of an ordinance or resolution adopted pursuant to this section shall be punishable as follows:
(A) For the first 60 days after the prohibition comes into effect, a warning notice.
(B) After the first 60 days, a violation of the ordinance or resolution shall be an infraction punishable by a
fine of twenty-five dollars ($25).
(2) A record of the action shall not be transmitted to the court and a fee shall not be imposed upon a citation
for this infraction if the parent or legal guardian of the person who violated the prohibition delivers proof to the
issuing agency within 120 days after the citation was issued that the person has completed an electric bicycle
safety and training program pursuant to Section 894 of the Streets and Highways Code.
(3) If an unemancipated minor violates an ordinance or resolution adopted pursuant to this section, a parent
or legal guardian with control or custody of the minor shall be jointly and severally liable with the minor for the
amount of a fine imposed pursuant to this subdivision.
(d) (1) If an ordinance or resolution is adopted pursuant to this section, the county shall, by January 1, 2028,
submit a report to the Legislature that includes all of the following:
(A) The total number of traffic stops initiated for a violation of the ordinance or resolution adopted pursuant
to this section.
(B) The results of those traffic stops, including whether a warning or citation was issued, property was
seized, or an arrest was made.
(C) The number of times a person was stopped for allegedly operating a class 1 or class 2 electric bicycle
while under 12 years of age but was found to be over the age limit.
(D) If a warning or citation was issued, a description of the warning or the violation cited.
(E) If an arrest or traffic stop was made, the offense cited by the officer for the arrest or traffic stop and the
perceived race or ethnicity, gender, and approximate age of the person stopped, provided that the
identification of these characteristics is solely based on the observation and perception of the peace officer
who initiated the traffic stop.
(F) The actions taken by a peace officer during a traffic stop, including, but not limited to, all of the
following:
(i) Whether the peace officer asked for consent to search the person and, if so, whether consent was
provided.
(ii) Whether the peace officer searched the person or property, and, if so, the basis for the search and
the type of contraband or evidence discovered.
(iii) Whether the peace officer seized property and, if so, the type of property that was seized and the
basis for seizing the property.
(G) The number of times a person opted to complete, and did complete, the training course in lieu of paying
the fine.
(H) The number of times that a person under 12 years of age was operating an electric bicycle and was
involved in a crash that resulted in a permanent, serious injury, as defined in Section 20001, or a fatality in
the six months prior to the adoption of the ordinance or resolution, the cause of the crash, and the class of
the electric bicycle that was being operated at the time of the crash.
(I) The number of times that a person under 12 years of age was operating an electric bicycle and was
involved in a crash that resulted in a permanent, serious injury, as defined in Section 20001, or a fatality
5/14/25, 10:23 AM Bill Text - AB-2234 Vehicles: electric bicycles.
https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202320240AB2234 2/3
Page 120 of 849
City of Chula Vista - City Council
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after the adoption of the ordinance or resolution, the cause of the crash, and the class of the electric bicycle
that was being operated at the time of the crash.
(2) A report submitted pursuant to this section shall be submitted in compliance with Section 9795 of the
Government Code.
(e) A local authority shall administer a public information campaign for at least 30 calendar days prior to the
enactment of an ordinance or resolution adopted pursuant to this section, which shall include public
announcements in major media outlets and press releases.
(f ) This section shall remain in effect only until January 1, 2029, and as of that date is repealed.
5/14/25, 10:23 AM Bill Text - AB-2234 Vehicles: electric bicycles.
https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202320240AB2234 3/3
Page 121 of 849
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Attachment 2
Amendments to Chula Vista Municipal Code
Chapters 10.08 and 5.67
Chapter 10.08
DEFINITIONS
[The following sections in Chula Vista Municipal Code Chapter 10.08 are added.]
10.08.101 Electric bicycle.
“Electric bicycle” shall have the same meaning given to such term in California Vehicle Code Section
312.5(a), and means a bicycle equipped with fully operable pedals and an electric motor that does
not exceed 750 watts of power.
A. A “Class 1 electric bicycle” or “low-speed pedal-assisted electric bicycle” shall have
the meaning given to such term in California Vehicle Code Section 312.5(a)(1).
B. A “Class 2 electric bicycle” or “low-speed throttle-assisted electric bicycle” shall have
the meaning given to such term in California Vehicle Code Section 312.5(a)(2).
C. A “Class 3 electric bicycle” or “speed pedal-assisted electric bicycle” shall have the
meaning given to such term in California Vehicle Code Section 312.5(a)(3).
10.08.102 Electric Micromobility vehicle.
“Electric micromobility vehicle” means a lightweight, low-speed electric vehicle that is designed for
individual transportation and is propelled wholly or partially by an electric motor. “Electric
micromobility vehicle” includes, but is not limited to, electric bicycles, motorized scooters, electrically
motorized boards, low-speed vehicles, and other similar vehicles, to the extent the City is authorized
to regulate these devices under state law. “Electric micromobility vehicle” does not mean motorized
bicycles or mopeds as defined in California Vehicle Code Section 406, electric motorcycles as defined
in California Vehicle Code Section 400, or motor vehicles subject to registration and motor vehicle
insurance requirements. “Electric micromobility vehicle” does not include any mobility devices
operated by any disabled persons for mobility or similar uses.
10.08.103 Electrically motorized board.
“Electrically motorized board” means a wheeled device with a floorboard designed to be stood upon
when riding that is not greater than 60 inches deep and 18 inches wide, that is designed to transport
only one person, and that has an electric propulsion system averaging less than 1,000 watts, the
maximum speed of which, when powered solely by a propulsion system on a paved level surface, is
no more than 20 miles per hour, but which may also be powered by human propulsion, as further
defined in California Vehicle Code Section 313.5.
Page 122 of 849
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Attachment 2
10.08.125 Low-speed vehicle.
“Low-speed vehicle” means a motor vehicle that has four wheels, can attain speeds between 20
miles per hour and 25 miles per hour on a paved level surface, and that has a gross vehicle weight of
less than 3,000 pounds, as further defined in California Vehicle Code Section 385.5(a). A “low-speed
vehicle” does not mean a golf cart as defined in California Vehicle Code Section 345.
10.08.126 Motorized scooter.
“Motorized scooter” means any two-wheeled device that has handlebars, has either a floorboard
that is designed to be stood upon when riding or a seat and footrests in place of the floorboard and
is powered by an electric motor, as further defined in California Vehicle Code Section 407.5(a).
[Chapter 10.73, “Electric Micromobility Vehicles” is added as provided in the ordinance]
Chapter 5.67
5.67.020 Definitions
“Motorized Scooter” shall have the same meaning given to such term in Section 10.08.126 of this
code.as “motorized scooter” under Section 407.5(a) of the California Vehicle Code.
[all other definitions in Section 5.67.020 remain unchanged]
5.67.090 Prohibited areas of use.
A. No Person shall use, ride, or operate a bicycle, Electric bicycle, or electric-assist-bicycle upon a
sidewalk within a business district or upon any other sidewalk within the City which has been
posted by the City Engineer with signs prohibiting such use, riding, or operation.
B. No Person shall use, ride, or operate a Scooter:
1. Upon a sidewalk.
2. Upon a roadway or highway without or outside of a striped bike lane (Class II facility) or
bike boulevard (Class IV facility) where the posted speed limit is 40 miles per hour or
greater.
In accordance with Section 21235(b) of the Vehicle Code, the City hereby authorizes the use and
operation of motorized Scooters outside of a Class II or Class IV bikeway on a highway with a speed
limit of up to 35 miles per hour. (Ord. 3450 § 1, 2019).
Page 123 of 849
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August 5, 2025 City Council Post Agenda
Written Communications
Item 5.4 – Robert – Received 8/5/25
From: Robert <
Sent: Tuesday, August 5, 2025 11:04 AM
To: CityClerk <CityClerk@chulavistaca.gov>
Subject: Fwd: COMMENT for ITEM 5.4 - PLEASE INCLUDE FOR PUBLIC REVIEW - EMAIL 1
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
Forwarded message ---------
From: Robert <
Date: Mon, Aug 4, 2025 at 5:59 PM
Subject: COMMENT for ITEM 5.4 - PLEASE INCLUDE FOR PUBLIC REVIEW - EMAIL 1
To: CVPD - Dan Peak <DPeak@chulavistapd.org>, Anthony Molina
amolina@chulavistapd.org>, Mayor John McCann <jmccann@chulavistaca.gov>, Chula
Vista Council 1 Carolina Chavez <cchavez@chulavistaca.gov>, Chula Vista Council 4
Cesar Fernandez <cfernandez@chulavistaca.gov>, <jpreciado@chulavistaca.gov>, Chula
Vista Council 3 Michael Inzunza <minzunza@chulavistaca.gov>
i wrote this "
The Highlighted Area shows where bike paths are available yet no "Striped or Marked bike
bath " are visible on the road ways. 40+ Mph Speed limits per condition of ordinance shows
the city's liability in Highlighted Zones, Targeting "Main Street" for blanket ticket writing
knowing that now. The City has forfeit their ability to enforce any ordinance in these zones
per the lack of infrastructure "BIKE LANES" already permitting the existing activities shown
already mapped and recognized by the city's own infrastructure. furthermore if the city
wishes to pursue any ordinance restricting access to 1. a CDL holder and/or 2. a "learner
permit" permit for the purpose should not be determined to restrict any access to public
roads of which the CDL holder would already be permitted to operate. With that said i
would encourage you to reconsider the position of the scooters Class under 15mph to not
apply to said ordinance and if one should add any it would be the same requirement as the
Page 124 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications
Item 5.4 – Robert – Received 8/5/25
class of "ebike" relative to the speed of the class for reclassifying roads with restrict
usage of on any other street would not be restricted. "
Had Ai REWRITE it .. im not the best writer.
Dear City Officials and Concerned Residents,I would like to draw attention to the
highlighted areas on the map, which indicate designated bike paths that are not
accompanied by any striped or marked bike lanes on the roadways. In these zones, where
speed limits exceed 40 mph as outlined in the relevant ordinances, the city may bear
liability due to the absence of proper infrastructure.It appears that enforcement efforts,
such as issuing tickets on a blanket basis along Main Street, are being prioritized despite
this awareness. However, the lack of dedicated bike lanes in these areas—already
acknowledged and mapped by the city's own infrastructure—effectively permits the
existing activities and forfeits the city's ability to enforce related ordinances in these
zones.Furthermore, if the city intends to pursue ordinances that restrict access for (1) CDL
holders or (2) individuals with learner permits, such restrictions should not limit access to
public roads where these operators are already authorized to travel.In light of this, I
encourage a reconsideration of the classification for scooters operating under 15 mph,
exempting them from the ordinance in question. Any additional requirements should align
with those for e-bikes, based on speed classifications, without imposing restrictions on
usage on other streets. Thank you for considering these points to ensure fair and consistent
application of city policies.
Page 125 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications
Item 5.4 – Robert – Received 8/5/25
Page 126 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications
Item 5.4 – Robert – Received 8/5/25
more pictures i took today 8.4.25 email 2
Page 127 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
From: Robert <
Sent: Tuesday, August 5, 2025 11:04 AM
To: CityClerk <CityClerk@chulavistaca.gov>
Subject: Fwd: COMMENT for ITEM 5.4 - PLEASE INCLUDE FOR PUBLIC REVIEW - EMAIL 1
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
Forwarded message ---------
From: Robert <
Date: Mon, Aug 4, 2025 at 6:31 PM
Subject: Re: COMMENT for ITEM 5.4 - PLEASE INCLUDE FOR PUBLIC REVIEW - EMAIL 1
To: CVPD - Dan Peak <DPeak@chulavistapd.org>, Anthony Molina
amolina@chulavistapd.org>, Mayor John McCann <jmccann@chulavistaca.gov>, Chula
Vista Council 1 Carolina Chavez <cchavez@chulavistaca.gov>, Chula Vista Council 4
Cesar Fernandez <cfernandez@chulavistaca.gov>, <jpreciado@chulavistaca.gov>, Chula
Vista Council 3 Michael Inzunza <minzunza@chulavistaca.gov>
Page 128 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
On Mon, Aug 4, 2025 at 5:59 PM Robert <wrote:
i wrote this "
The Highlighted Area shows where bike paths are available yet no "Striped or Marked bike
bath " are visible on the road ways. 40+ Mph Speed limits per condition of ordinance shows
the city's liability in Highlighted Zones, Targeting "Main Street" for blanket ticket writing
knowing that now. The City has forfeit their ability to enforce any ordinance in these zones
per the lack of infrastructure "BIKE LANES" already permitting the existing activities shown
already mapped and recognized by the city's own infrastructure. furthermore if the city
Page 129 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
wishes to pursue any ordinance restricting access to 1. a CDL holder and/or 2. a "learner
permit" permit for the purpose should not be determined to restrict any access to public
roads of which the CDL holder would already be permitted to operate. With that said i
would encourage you to reconsider the position of the scooters Class under 15mph to not
apply to said ordinance and if one should add any it would be the same requirement as the
class of "ebike" relative to the speed of the class for reclassifying roads with restrict
usage of on any other street would not be restricted. "
Had Ai REWRITE it .. im not the best writer.
Dear City Officials and Concerned Residents,I would like to draw attention to the
highlighted areas on the map, which indicate designated bike paths that are not
accompanied by any striped or marked bike lanes on the roadways. In these zones, where
speed limits exceed 40 mph as outlined in the relevant ordinances, the city may bear
liability due to the absence of proper infrastructure.It appears that enforcement efforts,
such as issuing tickets on a blanket basis along Main Street, are being prioritized despite
this awareness. However, the lack of dedicated bike lanes in these areas—already
acknowledged and mapped by the city's own infrastructure—effectively permits the
existing activities and forfeits the city's ability to enforce related ordinances in these
zones.Furthermore, if the city intends to pursue ordinances that restrict access for (1) CDL
holders or (2) individuals with learner permits, such restrictions should not limit access to
public roads where these operators are already authorized to travel.In light of this, I
encourage a reconsideration of the classification for scooters operating under 15 mph,
exempting them from the ordinance in question. Any additional requirements should align
with those for e-bikes, based on speed classifications, without imposing restrictions on
usage on other streets. Thank you for considering these points to ensure fair and consistent
application of city policies.
Page 130 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 131 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
more pictures i took today 8.4.25 email 2
Page 132 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
From: Robert <
Sent: Tuesday, August 5, 2025 11:04 AM
To: CityClerk <CityClerk@chulavistaca.gov>
Subject: Fwd: COMMENT for ITEM 5.4 - PLEASE INCLUDE FOR PUBLIC REVIEW - EMAIL 1
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
Forwarded message ---------
From: Robert <
Date: Mon, Aug 4, 2025 at 6:24 PM
Subject: Re: COMMENT for ITEM 5.4 - PLEASE INCLUDE FOR PUBLIC REVIEW - EMAIL 1
To: CVPD - Dan Peak <DPeak@chulavistapd.org>, Anthony Molina
amolina@chulavistapd.org>, Mayor John McCann <jmccann@chulavistaca.gov>, Chula
Vista Council 1 Carolina Chavez <cchavez@chulavistaca.gov>, Chula Vista Council 4
Cesar Fernandez <cfernandez@chulavistaca.gov>, <jpreciado@chulavistaca.gov>, Chula
Vista Council 3 Michael Inzunza <minzunza@chulavistaca.gov>
past broadway-
Page 133 of 849
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August 5, 2025 City Council Post Agenda
4th Ave
Page 134 of 849
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v . 0 03 P a g e | 1
August 5, 2025
ITEM TITLE
Municipal Code Update: Adopt Ordinances to Repeal and Adopt Updated Fire Hazard Severity Zones, Special
Vegetation Management Areas, Resilience Measures, and Defensible Space Program
Location: Areas within the City designated as Fire Hazard Severity Zones as defined by the Office of the State
Fire Marshal and/or Special Designated Vegetation Management Areas as determined by the Chula Vista Fire
Chief.
Department: Fire
G.C. § 84308 Regulations Apply: 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. 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 the following ordinances: A) Amending Chula Vista Municipal Code Chapter 15.34 (Fire Zones) to
adopt revised Fire Hazard Severity Zones as identified by the State Fire Marshal and pursuant to Government
Code Section 51178, along with a Special Designated Vegetation Management Area and Wildfire Resilience
Measures (Second Reading and Adoption); and B) Amending Chula Vista Municipal Code Chapter 8.32
(Weed Abatement) to adopt revised Defensible Space and Vegetation Management requirements for areas
within the newly mapped Fire Hazard Severity Zones, and Citywide. (Second Reading and Adoption)
Summary
This ordinance was placed on first reading on July 22, 2025. The original staff report can be accessed at the
following link: https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=53068
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 137 of 849
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P a g e | 2
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SECOND READING AND ADOPTION
ORDINANCE NO.
ORDINANCE OF THE CITY OF CHULA VISTA REPEALING
EXISTING CHAPTER 15.34 OF THE CHULA VISTA MUNICIPAL
CODE AND ADOPTING A NEW CHAPTER 15.34 OF THE CHULA
VISTA MUNICIPAL CODE TO INCORPORATE FIRE HAZARD
SEVERITY ZONES DESIGNATED BY THE CALIFORNIA STATE
FIRE MARSHAL, TO ESTABLISH A LOCAL SPECIAL
DESIGNATED VEGETATION MANAGEMENT AREA WITHIN
THE CITY OF CHULA VISTA, AND TO IMPLEMENT WILDFIRE
RESILIENCE MEASURES ENHANCING BUILDING
CONSTRUCTION REQUIREMENTS IN DESIGNATED FIRE
HAZARD AREAS.
WHEREAS, in 1992, the California legislature declared the prevention of fires a
statewide concern, and in doing so, adopted new regulations for identifying very high fire hazard
severity zones within each county, codified in California Government Code sections 51175 through
51188; and
WHEREAS, pursuant to these new regulations, the Director of Forestry and Fire
Protection (“Director”) was required to identify areas within California as very high fire hazard
severity zones and submit those zones to each local agency in California as a recommendation; and
WHEREAS, the City of Chula Vista is the Local Agency defined under California
Government Code section 51177(e) responsible for fire protection within a very high fire hazard
severity zone; and
WHEREAS, pursuant to California Government Code section 51179, each local agency
receiving a recommendation from the Director was required to designate, by ordinance, very high
fire hazard severity zones within its jurisdiction within 120 days of receiving such recommendation
from the Director; provided, however, that the local agency retained the authority to: exempt itself
from such requirement by adopting ordinances imposing standards that are at least equivalent to the
requirements of Government Code sections 51175 through 51188; exclude areas identified as very
high fire hazard severity zones by the Director so long as a finding was made that certain measures
required by Sections 51175 through 51188 were not necessary for effective fire protection within
the local agency’s jurisdiction; or, conversely, designate additional areas within the local agency’s
jurisdiction as very high fire hazard severity zones even if not previously identified and
recommended as a very high fire hazard severity zone by the Director; and
WHEREAS, any deviations by a local agency to the fire hazard severity zones
recommended by the Director were final and not rebuttable, so long as the local agency’s findings
were supported by substantial evidence in the record; and
WHEREAS, in 2018, the California legislature amended Government Code section 51179
to remove the language that specifically authorized a local agency to either exempt itself from
designating the very high fire hazard safety zones recommended by the Director or to exclude areas
identified as very high fire hazard severity zones if not necessary for effective fire protection; and
WHEREAS, in 2021, the California legislature amended Government Code sections 51175
through 51188 to require the State Fire Marshal to begin identifying fire hazard severity zones
within California and submitting such recommendations to each local agency, and further requiring Page 139 of 849
City of Chula Vista - City Council
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SECOND READING AND ADOPTION
the State Fire Marshal to identify and recommend to local agencies two additional levels of fire
hazard severity zones: medium fire hazard severity zones and high fire hazard severity zones; and
WHEREAS, in 2021, the California legislature amended Government Code sections 51175
through 51188 to require the State Fire Marshal to begin identifying fire hazard severity zones
within California and submitting such recommendations to each local agency, and further requiring
the State Fire Marshal to identify and recommend to local agencies two additional levels of fire
hazard severity zones: medium fire hazard severity zones and high fire hazard severity zones; and
WHEREAS, the State does not have procedures to automatically update the fire hazard
severity zones, and respective maps, when changes are made to designated local responsibility
areas and such areas will not have a proper fire hazard severity zone designation until the next
statewide fire hazard severity zone update, which can take five or more years to accomplish; and
WHEREAS, on Monday, March 24, 2025, the City of Chula Vista received the State Fire
Marshal’s designated fire hazard severity zones for properties within the City of Chula Vista’s
jurisdictional boundaries; and
WHEREAS, pursuant to Government Code sections 51178.5 and 51179, the City is
required to make the State Fire Marshal’s recommended fire hazard severity zones available for
public review and comment within 30 days of receiving such recommendations, and to then
designate, by ordinance, moderate, high, and very high fire hazard severity zones in its jurisdiction
within 120 days of receiving the recommendations; and
WHEREAS, the City of Chula Vista Fire Department made the State Fire Marshal’s
recommended fire hazard severity zones available for public review and comment starting on
March 27, 2025; and
WHEREAS, the City of Chula Vista Fire Department held four wildfire preparedness and
hazard awareness workshops throughout the community educating attendees on fire hazard severity
zones, respective zone requirements, and other proactive measure the Department undertakes; and
WHEREAS, the City further recognizes the need to establish a locally defined special
designated vegetation management area to reduce wildfire risks based upon specific local conditions;
and,
WHEREAS, the city has certain climatic, geologic, and topographic features that can have
a deleterious effect on emergency services such as fire protection and emergency medical services;
and
WHEREAS, the Cedar Fire of 2003, which originated in the Cleveland National Forrest,
became one of the largest and most destructive wildfires in California’s history, burning over
270,000 acres, destroying more than 2,800 buildings, and resulting in 15 fatalities, thereby
highlighting the region’s vulnerability to catastrophic wildfires; and
WHEREAS, the proximity of Chula Vista to wildfire-prone areas has led to significant
threats to the community, as evidence by the Harris Fire in October 2007, which burnt into the
northeastern portions of the city, necessitating evacuations; and
Page 140 of 849
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SECOND READING AND ADOPTION
WHEREAS, the Border 2 Fire, which ignited on January 23, 2025, in the Otay Mountain
wilderness, rapidly burned approximately 6,625 acres, prompting evacuations and school closures
in nearby communities, highlighting the ongoing wildfire threat to the region; and
WHEREAS, from 2005 to 2023, the Chula Vista Fire Department responded to 713
vegetation fires within the city, impacting more 13,000 acres and highlighting the need for
enhanced requirements; and,
NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows:
Section I. Repeal Chapter 15.34
That existing Chapter 15.34 of the Chula Vista Municipal Code is repealed in its entirety.
Section II. New Chapter 15.34
That new Chapter 15.34 of the Chula Vista Municipal Code is adopted to read as follows:
Chapter 15.34
FIRE HAZARD SEVERITY ZONES, VEGETATION MANAGEMENT AREA, AND
WILDFIRE RESILIENCE MEASURES
Sections:
15.34.005 Adoption: Fire Hazard Severity Zones
15.34.010 Special Designated Vegetation Management Area
15.34.015 Wildfire Resilience Measures
15.34.020 Determinations
15.34.005 Adoption: Fire Hazard Severity Zones.
The City Council of the City of Chula Vista hereby designates medium, high, and very high fire
hazard severity zones as identified by the California Office of the State Fire Marshal and as
designated on the map titled “City of Chula Vista (San Diego County), Local Responsibility Area
Fire Hazard Severity Zones,” dated March 24, 2025.
15.34.010 Special Designated Vegetation Management Area.
The City Council of the City of Chula Vista hereby designates a local special designated vegetation
management area, as identified on the map titled “City of Chula Vista Special Designated Vegetation
Management Area,” dated March 26, 2025.
15.34.015 Wildfire Resilience Measures.
In addition to the construction requirements applicable to the Very High and High Fire Hazard
Severity Zones, as designated by the California Office of the State Fire Marshal, the City of Chula
Vista hereby requires that the same building materials and construction methods intended to reduce
the risk of ignition and fire spread shall also apply to all new construction located within the Moderate
Fire Hazard Severity Zone, as designated by the California Office of the State Fire Marshal, and
within the City of Chula Vista Special Designated Vegetation Management Area. These specific
construction requirements are set forth in the currently adopted California Building Standards Code
(Title 24), including, but not limited to, the California Building Code (Part 2), Chapter 7A (Materials
and Construction Methods for Exterior Wildfire Exposure), and any future applicable provisions
contained in the California Wildland-Urban Interface Code (Part 7), as adopted and amended by the
State of California.
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
15.34.020 Determinations.
Highest Zone Prevails: In instances where a single parcel of land includes multiple fire hazard
severity zone designations, including moderate, high, very high, or a local special designated
vegetation management area, the entire parcel shall be considered as falling within the highest
designated zone or area present on any portion of the parcel.
Mapping Determination: The fire hazard severity zone maps and special designated vegetation
management area, as adopted or referenced by the City of Chula Vista, shall be used to determine
zone boundaries and classifications. Parcel-level determinations shall be made by overlaying the
adopted fire hazard severity zone map and special designated vegetation management area onto
parcel boundaries.
Application of Standards: All development standards, building code requirements, defensible space
regulations, or other obligations tied to the fire hazard severity zone or special designated vegetation
management area classification shall be applied to the entire parcel based upon the highest severity
zone present.
Section III. Findings and Declarations
The City Council of the City of Chula Vista specifically and expressly finds and declares as
follows:
A. Pursuant to Government Code section 51179, the City is required to designate, by ordinance,
moderate, high, and very high fire hazard severity zones in its jurisdiction within 120 days of
receiving the recommendations from the State Fire Marshal; and
B. Pursuant to Article XI, section 7 of the California Constitution, the City has the authority to
enact local ordinances and regulations to protect the public health, safety, and welfare of their
residents through its police power; and
C. Pursuant to Government Code section 50022.2, the City has the authority to enact any
ordinance, which adopts any code by reference, in whole or in part; and
D. Pursuant to Health and Safety Code section 17958.5, the City has the authority to make local
amendments that are reasonably necessary because of local conditions; and
E. Pursuant to Article II, Powers and Structure of the Charter of the City of Chula Vista, the City
of Chula Vista has the full power and authority to make and enforce all laws and regulations with
respect to municipal affairs; has the power to exercise, or act pursuant to, any and all rights,
powers, privileges or procedures, heretofore or hereafter established, granted or prescribed by any
law of the State, by this Charter, or by other lawful authority, or which a municipal corporation
might or could exercise, or act pursuant to, under the Constitution of the State or federal law; and
F. Current California Building Code (Part 2), Chapter 7A and future applicable provisions
contained in the California Wildland-Urban Interface Code (Part 7), as adopted and amended by
the State of California establishes minimum standards for building construction in wildfire-prone
areas to improve fire resistance and structure survivability; and
G. Wildfires present a significant risk to life, property, critical infrastructure, environmental
resources, and the public health and safety of the community; and
Page 142 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
H. In addition to the areas identified and designated by the California Office of the State Fire
Marshal, the City has determined that specific additional areas exhibit unique and heightened
wildfire risks due to steep slopes, dense vegetation, and proximity to developed areas; and
I. Local climatic conditions. Climate is one of the most significant factors influencing fire
behavior and the severity of other emergency events due to its uncontrollable nature. During the
summer and fall, Chula Vista experiences seasonal climatic conditions that pose heightened fire
risks, including prolonged hot, dry weather and Santa Ana winds that frequently contribute to fast-
moving vegetation fires. Extended periods of local and statewide drought continue to reduce
vegetation fuel moisture, creating an environment where fires ignite easily and spread rapidly
under wind-driven conditions. To address these local hazards, the establishment of a special
designated vegetation management area and the application of enhanced construction materials and
methods are necessary to reduce fire risk and protect life and property.
J. Local geological conditions. Chula Vista lies within a seismically active region, intersected
by the La Nacion and Chula Vista fault zones and is in close proximity to the Rose Canyon fault.
Earthquakes in this region can cause significant disruptions, including damaged infrastructure,
ruptured gas lines, electrical fires, and overloaded emergency services. These hazards intensify the
potential for multiple, simultaneous fire incidents and compromise the effectiveness of private and
public fire protection systems. To enhance the city’s resilience and limit structural damage and fire
ignition during seismic events, enhanced building construction is being implemented within areas
of elevated risk, including the moderate fire hazard severity zone and special designated vegetation
management area.
K. Local topographical conditions. Chula Vista has several topographical features, including
bordering by a bay, a lake, Otay River Valley and Sweetwater river, and parkways, narrow streets,
open space, varying elevations, bridges, overpasses, freeways, and railroad tracks including light
rail. These conditions can impede the rapid deployment and effectiveness of emergency resources;
further, these conditions and increasing populations can slow evacuation. Additionally, the varying
elevations across the city increase wind effect and can have significant negative impacts during
vegetation and other fires. The modifications and additions are reasonably necessary to mitigate to
the extent possible the respective deleterious effects and for community health and safety.
California Health and Safety Code section 17958.7 requires that the modifications or
changes be expressly marked and identified as to which each finding refers. The following table
provides the City of Chula Vista Municipal Code Sections and the associated conditions for
modification due to local climatic, geological, and /or topographical reasons.
Findings Related to Local Amendments
Section Number Local Climatic / Geological / Topographical Conditions
15.34.005 Section III: A (administrative)
15.34.010 Section III: B, C, D, E, F, G, H, I, J, K
15.34.015 Section III: B, C, D, E, F, G, H, I, J, K
15.34.020 Section III: B, C, D, E, F, G, H, I, J, K
Page 143 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
Section IV. 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 V. 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 VI. Effective Date
This Ordinance shall take effect and be in force on the thirtieth (30th) day after its final
passage.
Section VII. 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, and specifically in accordance with California
Government Code section 51179(g).
Section VIII. Transmittal
A copy of the local responsibility area fire hazard severity zone map and this Ordinance
shall be transmitted to the California Board of Forestry and Fire Protection within 30 days of
adoption.
Presented by Approved as to form by
Harry Muns Marco Verdugo
Fire Chief City Attorney
H:\Attorney\Ordinance-Standard-5-25-12.doc
Page 144 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
ORDINANCE NO.
ORDINANCE OF THE CITY OF CHULA VISTA REPEALING
EXISTING CHAPTER 8.32 OF THE CHULA VISTA MUNICIPAL
CODE AND ADOPTING A NEW CHAPTER 8.32 OF THE CHULA
VISTA MUNICIPAL CODE SETTING FORTH THE CITY OF
CHULA VISTA DEFENSIBLE SPACE AND VEGETATION
MANAGEMENT REQUIREMENTS.
WHEREAS, the city has certain climatic, geologic, and topographic features that can
have a deleterious effect on emergency services such as fire protection and emergency medical
services; and
WHEREAS, the city is partially bordered by wildland urban interface areas to the east,
south, and southeast; and
WHEREAS, the topography within the city includes rolling hills, valleys, and open space
canyons; and
WHEREAS, California law mandates the implementation of vegetation management
practices to reduce wildfire hazards, providing a legal foundation for local ordinances; and.
WHEREAS, substandard public safety concerns are posed by the presence of overgrown
hazardous vegetation, which can serve as fuel for vegetation fires, endangering lives, and property;
and
WHEREAS, keeping the city free of hazardous vegetation will improve the quality of life
for residents and promote overall community well-being; and
WHEREAS, aligning local vegetation management requirements with State guidelines
ensures consistency and enhances the effectives of wildfire mitigation efforts; and
WHEREAS, the Cedar Fire of 2003, which originated in the Cleveland National Forrest,
became one of the largest and most destructive wildfires in California’s history, burning over
270,000 acres, destroying more than 2,800 buildings, and resulting in 15 fatalities, thereby
highlighting the region’s vulnerability to catastrophic wildfires; and
WHEREAS, the proximity of Chula Vista to wildfire-prone areas has led to significant
threats to the community, as evidence by the Harris Fire in October 2007, which burnt into the
northeastern portions of the city, necessitating evacuations; and
WHEREAS, the Border 2 Fire, which ignited on January 23, 2025, in the Otay Mountain
wilderness, rapidly burned approximately 6,625 acres, prompting evacuations and school closures
in nearby communities, highlighting the ongoing wildfire threat to the region; and
WHEREAS, from 2005 to 2023, the Chula Vista Fire Department responded to 713
vegetation fires within the city, impacting more 13,000 acres and highlighting the need for
vegetation management; and,
NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows: Page 145 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
Section I. Repeal Chapter 8.32
That existing Chapter 8.32 of the Chula Vista Municipal Code is repealed in its entirety.
Section II. New Chapter 8.32
That new Chapter 8.32 of the Chula Vista Municipal Code is adopted to read as follows:
Chapter 8.32
DEFENSIBLE SPACE AND VEGETATION MANAGEMENT
Sections:
8.32.005 Vegetation Management - Notice to remove when given.
8.32.010 Vegetation Management - Requirements.
8.32.015 Vegetation Management - Serving of notice to remove - Contents.
8.32.020 Vegetation Management - Notice to remove - Appeal procedure.
8.32.025 Vegetation Management - Owner or occupant duty to remove - Time limit.
8.32.030 Vegetation Management - Removal by City authorized when.
8.32.035 Assessment of charges - Method of determination.
8.32.040 Assessment of charges - Appeal of determination.
8.32.045 Charges to be lien on property - Collection.
8.32.005 Vegetation Management - Notice to remove when given.
Whenever the Fire Chief finds weeds, vegetation, vegetation rubbish, trees, or portions of trees
upon any street, parkway, sidewalk, property, lands or lot located in the city, which are deemed a
fire hazard, and / or when the Fire Chief finds vegetation upon any street, parkway,
sidewalk, property, lands or lot located in the city not in conformance with 8.32.010 CVMC and is
deemed a fire hazard, he shall give, or cause to be given, notice to remove such weeds, vegetation,
vegetation rubbish, trees, or portions of trees in the manner hereinafter provided.
8.32.010 Vegetation Management - Requirements.
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: VERY HIGH
FIRE HAZARD SEVERITY ZONES:
The City of Chula Vista does hereby recognize and adopt the defensible space requirements as set
forth by the California Government Code, California Public Resource Code, and Board of Forestry
and Fire Protection, for California Office of the State Fire Marshal designated Very High Fire
Hazard Severity Zones, as adopted by the City, which may change from time to time.
The City of Chula Vista requires that owners of properties, located within the Very High Fire
Hazard Severity Zone, as identified by the Director of Forestry and Fire Protection on the “City of
Chula Vista – San Diego County Local Responsibility Area Fire Hazard Severity Zones” map,
maintain their properties in accordance with this adopted standard. The City of Chula Vista sets
forth a 100-foot defensible space requirement. The 100-foot defensible space standard is
implemented across three Defensible Space Zones: Zone 0, Zone 1, and Zone 2. Zone 0 is the first
5 feet from the structure, Zone 1 is a total of 25 feet, which extends from 5 to 30 feet, and Zone 2 is
from 30 to 100 feet from the structure.
Defensible Space Zone 0. Zone 0 is the horizontal area within the first five feet around the
structure, any outbuildings, and attached decks, and stairs. Zone 0 is measured from the edge of a Page 146 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
structure, attached decks, patio covers, balconies, and floor projections above grade. The zone also
includes the area under attached decks and stair landings.
Zone 0 vegetation management requirements shall be in accordance with the explicit vegetation
requirements as set forth in Government Code 51182 and the State Board of Forestry and Fire
Protection’s guidance document.
Defensible Space Zone 1. Zone 1 is the lean, clean, and green zone that reduces the likelihood of
fire burning directly to the structure. Zone 1 extends from 5 to 30 feet from buildings / structures,
or to your property line, whichever is closer. This is accomplished by modifying fuels and creating
a discontinuity between planting groups that limits the pathways for fire to burn to the structure.
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Trim / remove tree branches within 10 feet of chimneys and stovepipes.
5. Remove all tree branches at least six feet from the ground.
Defensible Space Zone 2. Zone 2 is a reduced fuel zone and is designed to reduce the potential
behavior of an oncoming fire in such a way as to drop an approaching fire from the crown of trees
to the ground, reducing the flame heights, and the potential for ember generation and radiant heat
exposure to structures. Zone 2 extends 30 to 100-feet from buildings / structures, or to your
property line, whichever is closer.
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Trim / remove tree branches within 10 feet of chimneys and stovepipes.
5. Remove all tree branches at least six feet from the ground.
6. Create and maintain horizontal and vertical spacing in accordance with Figure 1.
Figure 1. Spacing Guidelines
Trees
Minimum horizontal space from edge of one tree canopy to the edge of the next:
Slope Spacing
0% to 20% 10 feet
20% to 40% 20 feet
Greater than 40% 30 feet
Trees shall be planted and maintained so that the drip line at maturity is a minimum of 10
feet from any combustible structure and chimney / stove pipe outlets.
Shrubs
(Single)
Minimum horizontal space between edges of shrub:
Slope Spacing
0% to 20% 2 times the height of the shrub
20% to 40% 4 times the height of the shrub
Greater than 40% 6 times the height of the shrub
Shrubs shall not exceed 4 feet in height.
Shrubs shall not exceed 4 feet in diameter.
Shrubs
(Grouping)
Minimum horizontal space between edges of shrub grouping:
Slope Spacing
0% to 20% 15 feet
20% to 40% 30 feet
Greater than 40% 50 feet
Shrub grouping shall not exceed 4 feet in height.
Shrub grouping shall be separated from structures a minimum of 30 feet.
Shrub grouping shall not exceed 10 feet in diameter. Page 147 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
Vertical Spacing Minimum vertical space between top of shrub and bottom of lower tree branches:
greater of 3 times the height of the shrub or 10 feet.
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: HIGH AND
MODERATE FIRE HAZARD SEVERITY ZONES:
The City of Chula Vista requires that owners of properties, located within the High and Moderate
Fire Hazard Severity Zone, as identified by the Director of Forestry and Fire Protection on the
“City of Chula Vista – San Diego County Local Responsibility Area Fire Hazard Severity Zones”
map, maintain their properties in accordance with this adopted standard. The City of Chula Vista
sets forth a 100-foot defensible space requirement. The 100-foot defensible space standard is
implemented across three Defensible Space Zones: Zone 0, Zone 1, and Zone 2. Zone 0 is the first
5 feet from the structure, Zone 1 is a total of 25 feet, which extends from 5 to 30 feet, and Zone 2 is
from 30 to 100 feet from the structure.
Defensible Space Zone 0. Zone 0 is the horizontal area within the first five feet around the
structure, any outbuildings, and attached decks, and stairs. Zone 0 is measured from the edge of a
structure, attached decks, patio covers, balconies, and floor projections above grade. The zone also
includes the area under attached decks and stair landings.
Zone 0 vegetation management requirements shall be in accordance with the explicit vegetation
requirements as set forth in Government Code 51182 and the State Board of Forestry and Fire
Protection’s guidance document.
Defensible Space Zone 1. Zone 1 is the lean, clean, and green zone that reduces the likelihood of
fire burning directly to the structure. Zone 1 extends from 5 to 30 feet from buildings / structures,
or to your property line, whichever is closer. This is accomplished by modifying fuels and creating
a discontinuity between planting groups that limits the pathways for fire to burn to the structure.
6. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
7. Remove all dead plants, shrubs, and weeds.
8. Remove dead or dry leaves and / or pine needles.
9. Trim / remove tree branches within 10 feet of chimneys and stovepipes.
10. Remove all tree branches at least six feet from the ground.
Defensible Space Zone 2. Zone 2 is a reduced fuel zone and is designed to reduce the potential
behavior of an oncoming fire in such a way as to drop an approaching fire from the crown of trees
to the ground, reducing the flame heights, and the potential for ember generation and radiant heat
exposure to structures. Zone 2 extends 30 to 100-feet from buildings / structures, or to your
property line, whichever is closer.
7. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
8. Remove all dead plants, shrubs, and weeds.
9. Remove dead or dry leaves and / or pine needles.
10. Trim / remove tree branches within 10 feet of chimneys and stovepipes.
11. Remove all tree branches at least six feet from the ground.
12. Create and maintain horizontal and vertical spacing in accordance with Figure 1.
Page 148 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
Figure 1. Spacing Guidelines
Trees
Minimum horizontal space from edge of one tree canopy to the edge of the next:
Slope Spacing
0% to 20% 10 feet
20% to 40% 20 feet
Greater than 40% 30 feet
Trees shall be planted and maintained so that the drip line at maturity is a minimum of 10
feet from any combustible structure and chimney / stove pipe outlets.
Shrubs
(Single)
Minimum horizontal space between edges of shrub:
Slope Spacing
0% to 20% 2 times the height of the shrub
20% to 40% 4 times the height of the shrub
Greater than 40% 6 times the height of the shrub
Shrubs shall not exceed 4 feet in height.
Shrubs shall not exceed 4 feet in diameter.
Shrubs
(Grouping)
Minimum horizontal space between edges of shrub grouping:
Slope Spacing
0% to 20% 15 feet
20% to 40% 30 feet
Greater than 40% 50 feet
Shrub grouping shall not exceed 4 feet in height.
Shrub grouping shall be separated from structures a minimum of 30 feet .
Shrub grouping shall not exceed 10 feet in diameter.
Vertical Spacing Minimum vertical space between top of shrub and bottom of lower tree branches:
greater of 3 times the height of the shrub or 10 feet.
Exception to Defensible Space Zones 1 and 2: Where a Sectional Planning Area, Parcel, and / or
other has a City approved Fire Protection Pan, the vegetation management requirements set forth
therein shall be in effect.
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: SPECIAL
DESIGNATED VEGETATION MANAGEMENT AREA:
The City of Chula Vista requires that owners of properties, located within City designated Special
Vegetation Management Areas, as identified on the “City of Chula Vista Special Vegetation
Management Area” map, maintain their properties in accordance with this adopted standard. The
City of Chula Vista sets forth a 100-foot defensible space requirement. The 100-foot defensible
space standard is implemented across three Defensible Space Zones: Zone 0, Zone 1, and Zone 2.
Zone 0 is the first 5 feet from the structure, Zone 1 is a total of 25 feet, which extends from 5 to 30
feet, and Zone 2 is from 30 to 100 feet from the structure.
Defensible Space Zone 0. Zone 0 is the horizontal area within the first five feet around the
structure, any outbuildings, and attached decks, and stairs. Zone 0 is measured from the edge of a
structure, attached decks, patio covers, balconies, and floor projections above grade. The zone also
includes the area under attached decks and stair landings.
Zone 0 vegetation management requirements shall be in accordance with the explicit vegetation
requirements as set forth in Government Code 51182 and the State Board of Forestry and Fire
Protection’s guidance document.
Defensible Space Zone 1. Zone 1 is the lean, clean, and green zone that reduces the likelihood of
fire burning directly to the structure. Zone 1 extends from 5 to 30 feet from buildings / structures, Page 149 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
or to your property line, whichever is closer. This is accomplished by modifying fuels and creating
a discontinuity between planting groups that limits the pathways for fire to burn to the structure.
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Trim/remove tree branches within 10 feet of chimneys and stovepipes.
5. Remove all tree branches at least six feet from the ground.
Defensible Space Zone 2. Zone 2 is a reduced fuel zone and is designed to reduce the potential
behavior of an oncoming fire in such a way as to drop an approaching fire from the crown of trees
to the ground, reducing the flame heights, and the potential for ember generation and radiant heat
exposure to structures. Zone 2 extends 30 to 100-feet from buildings / structures, or to your
property line, whichever is closer.
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Trim / remove tree branches within 10 feet of chimneys and stovepipes.
5. Remove all tree branches at least six feet from the ground.
6. Create and maintain horizontal and vertical spacing in accordance with Figure 1.
Figure 1. Spacing Guidelines
Trees
Minimum horizontal space from edge of one tree canopy to the edge of the next:
Slope Spacing
0% to 20% 10 feet
20% to 40% 20 feet
Greater than 40% 30 feet
Trees shall be planted and maintained so that the drip line at maturity is a minimum of 10
feet from any combustible structure and chimney / stove pipe outlets.
Shrubs
(Single)
Minimum horizontal space between edges of shrub:
Slope Spacing
0% to 20% 2 times the height of the shrub
20% to 40% 4 times the height of the shrub
Greater than 40% 6 times the height of the shrub
Shrubs shall not exceed 4 feet in height.
Shrubs shall not exceed 4 feet in diameter.
Shrubs
(Grouping)
Minimum horizontal space between edges of shrub grouping:
Slope Spacing
0% to 20% 15 feet
20% to 40% 30 feet
Greater than 40% 50 feet
Shrub grouping shall not exceed 4 feet in height.
Shrub grouping shall be separated from structures a minimum of 30 feet .
Shrub grouping shall not exceed 10 feet in diameter.
Vertical Spacing Minimum vertical space between top of shrub and bottom of lower tree branches:
greater of 3 times the height of the shrub or 10 feet.
Exception to Defensible Space Zones 1 and 2: Where a Sectional Planning Area, Parcel, and / or
other has a City approved Fire Protection Pan, the vegetation management requirements set forth
therein shall be in effect.
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: NON-VERY
HIGH, NON-HIGH, AND NON-MODERATE FIRE HAZARD SEVERITY ZONES, AND NON-Page 150 of 849
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August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
SPECIAL DESIGNATED VEGETATION MANAGEMENT AREAS:
The City of Chula Vista requires that owners of properties, located outside of designated very high,
non-high, and non-moderate fire hazard severity zones, and non-special designated vegetation
management areas, maintain their properties in accordance with this adopted standard. The City of
Chula Vista sets forth a 100-foot defensible space requirement. The 100-foot defensible space
standard is implemented across two Defensible Space Zones, Zone 1 and Zone 2. Zone 1 is a total
of 30 feet, which extends from the structure outward for 30 feet, and Zone 2 is from 30 to 100 feet
from the structure.
Defensible Space Zone 1. Zone 1 is the lean, clean, and green zone that reduces the likelihood of
fire burning directly to the structure. Zone 1 extends 30 feet from buildings / structures, or to your
property line, whichever is closer. This is accomplished by modifying fuels and creating a
discontinuity between planting groups that limits the pathways for fire to burn to the structure.
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Trim/remove tree branches within 10 feet of chimneys and stovepipes.
5. Remove all tree branches at least six feet from the ground.
Defensible Space Zone 2. Zone 2 is a reduced fuel zone and is designed to reduce the potential
behavior of an oncoming fire in such a way as to drop an approaching fire from the crown of trees
to the ground, reducing the flame heights, and the potential for ember generation and radiant heat
exposure to structures. Zone 2 extends 30 to 100-feet from buildings / structures, or to your
property line, whichever is closer.
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Trim / remove tree branches within 10 feet of chimneys and stovepipes.
5. Remove all tree branches at least six feet from the ground.
Exception to Defensible Space Zones 1 and 2: Where a Sectional Planning Area, Parcel, and / or
other has a City approved Fire Protection Pan, the vegetation management requirements set forth
therein shall be in effect.
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: CITY-OWNED
PROPERTY
When City-owned property is adjacent to areas designated as fire hazard severity zones or within
the special designated vegetation management area, and any portion of the required 100 feet of
defensible space extends onto City property, the City of Chula Vista shall be responsible for
performing vegetation management on its portion of that defensible space. This requirement
ensures that, in coordination with adjacent property owners, the full 100 feet of defensible space is
maintained to reduce wildfire risk and enhance public safety.
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: VACANT
PARCELS
The City of Chula Vista requires that vegetation management be provided for residentially or Page 151 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
commerciality zoned vacant parcels. Vegetation management shall consist of owners of property
complying with this standard.
1 Acre or less: requirements for the entire parcel / site include
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Remove all tree branches at least six feet from the ground.
5. Minimum vertical space between the top of shrubs and the bottom of lower tree branches
shall be three times the height of the shrub (branches shall be no less than six feet above the
ground).
Greater than 1 acre: requirements for fifty feet along the parcel / lot perimeters
1. When deemed a hazard, cut or mow annual grass down to a maximum height of six inches.
2. Remove all dead plants, shrubs, and weeds.
3. Remove dead or dry leaves and / or pine needles.
4. Remove all tree branches at least six feet from the ground.
5. Minimum vertical space between the top of shrubs and the bottom of lower tree branches
shall be three times the height of the shrub (branches shall be no less than six feet above the
ground).
DEFENSIBLE SPACE / VEGETATION MANAGEMENT REQUIREMENTS: DESIGNATED
EVACUATION ROADWAYS
The City of Chula Vista requires that vegetation management be provided along City or Fire Chief
designated evacuation roadways, and / or along the primary, alternate, contingency, and emergency
(PACE) evacuation roadways as identified on the “Chula Vista PACE Evacuation Route Map as
adopted in City of Chula Vista (Community Wildfire Protection Plan) CWPP.” Vegetation
management shall consist of owners of property removing and/or clearing 30 feet on each side of
designated roadways.
1. Cut or mow annual grass down to a maximum height of six inches.
2. Remove all flammable / non-Fire Smart vegetation.
3. Remove invasive species.
4. Remove all dead plants, shrubs, and weeds.
5. Remove dead or dry leaves and / or pine needles.
6. Tree canopy and branches shall not extend over any portion of the roadway.
7. Remove all tree branches at least six feet from the ground.
8. Minimum vertical space between the top of shrubs and the bottom of lower tree branches
shall be three times the height of the shrub (branches shall be no less than six feet above the
ground).
8.32.015 Vegetation Management - Serving of notice to remove - Contents.
The notice required pursuant to CVMC 8.32.010 shall be given by posting in a conspicuous place
upon the property, land or lot located in the City, upon which, or upon the street, parkway or
sidewalk in front of which such hazardous weeds, vegetation, vegetation rubbish or other Page 152 of 849
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SECOND READING AND ADOPTION
designated material may be, a notice headed: “Notice to Clean Premises,” in letters not less than
one inch in height, and which shall be in legible characters, and which directs the removal of the
hazardous weeds, vegetation, vegetation rubbish or other designated material, as the case may be,
and refers to this chapter for further particulars. Personal service of a notice similar in substance
upon the owner, occupant or agent in charge of such property, land or lot shall dispense with the
posting of the notice herein provided for.
8.32.020 Vegetation Management - Notice to remove - Appeal procedure.
Within 10 days from the date of posting of such notice, or in case of personal service of notice,
within 10 days from the date of such personal service thereof, the owner of or any person interested
in such property, land or lot affected by such notice may appeal to the City Manager pursuant to
Chapter 1.40 CVMC for the requirements thereof.
8.32.025 Vegetation Management - Owner or occupant duty to remove - Time limit.
It shall be the duty of the owner, the agent of the owner or the person in possession of any lot in the
City within 30 days from the date of posting of the notice provided for in CVMC 8.32.010, or in
case a personal notice is given, within 30 days from the date of such personal service thereof, or in
case of an appeal to the City Manager, within 20 days from the determination thereof, unless the
same is sustained, to clean and remove therefrom, any street, parkway, sidewalk, property, lands or
lot located in the City, all hazardous weeds, vegetation, vegetation rubbish, trees, or portions of
trees.
8.32.030 Vegetation Management - Removal by City authorized when.
If such owner, agent or person in possession of such property fails to remove such hazardous
weeds, vegetation, vegetation rubbish, trees, or portions of trees, from such property within the
time specified in this chapter for the removal of the same, the Fire Chief has the authority to cause
the removal of such hazardous weeds, vegetation, vegetation rubbish, trees, or portions of trees
therefrom.
8.32.035 Assessment of charges - Method of determination.
The Fire Chief shall determine the charge to be made for the removal of such materials and assess
the same upon each lot or subdivision of land separately, which assessment shall include the cost of
removal and of collecting therefor, together with 25 percent thereof to be added thereto to cover
interest on the cost thereof and incidental expenses.
8.32.040 Assessment of charges - Appeal of determination.
The determination of such charges by the Fire Chief as to the amount so assessed may be appealed
to the City Manager pursuant to Chapter 1.40 CVMC. If, upon appeal, the requirements of the
original notice are modified or the amount so assessed by the Fire Chief is modified, the Fire Chief,
in removing, or causing to be removed, such hazardous weeds, vegetation, vegetation rubbish,
trees, or portions of trees, or in making such assessment as hereinabove provided for, shall be
governed by the determination so made.
8.32.045 Charges to be lien on property - Collection.
Page 153 of 849
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SECOND READING AND ADOPTION
Such assessment or tax shall be entered by the City Clerk upon the real property tax assessment
rolls upon certification by the Fire Chief as to such amount, and when so entered, shall become a
lien upon the real property involved, and the tax shall be collected by the Director of Finance in the
manner and form provided for the collection of other City taxes.
Section III. Findings and Declarations
The City Council of the City of Chula Vista specifically and expressly finds and declares as
follows:
A. Pursuant to Article XI, section 7 of the California Constitution, the City has the authority to
enact local ordinances and regulations to protect the public health, safety, and welfare of their
residents through its police power; and
B. Pursuant to Government Code section 50022.2, the City has the authority to enact any
ordinance, which adopts any code by reference, in whole or in part; and
C. Pursuant to Health and Safety Code section 17958.5, the City has the authority to make local
amendments that are reasonably necessary because of local conditions; and
D. Pursuant to Article II, Powers and Structure of the Charter of the City of Chula Vista, the
City of Chula Vista has the full power and authority to make and enforce all laws and regulations
with respect to municipal affairs; has the power to exercise, or act pursuant to, any and all rights,
powers, privileges or procedures, heretofore or hereafter established, granted or prescribed by any
law of the State, by this Charter, or by other lawful authority, or which a municipal corporation
might or could exercise, or act pursuant to, under the Constitution of the State or federal law; and
E. Wildfires present a significant risk to life, property, critical infrastructure, environmental
resources, and the public health and safety of the community; and
F. Local climatic conditions. Climate is one of the most significant factors influencing fire
behavior and the severity of other emergency events due to its uncontrollable nature. During the
summer and fall, Chula Vista experiences seasonal climatic conditions that pose heightened fire
risks, including prolonged hot, dry weather and Santa Ana winds that frequently contribute to fast-
moving vegetation fires. Extended periods of local and statewide drought continue to reduce
vegetation fuel moisture, creating an environment where fires ignite easily and spread rapidly
under wind-driven conditions. To address these local hazards, the establishment of defensible space
and vegetation management requirements are necessary to reduce fire risk and protect life and
property.
G. Local geological conditions. Chula Vista lies within a seismically active region, intersected
by the La Nacion and Chula Vista fault zones and is in close proximity to the Rose Canyon fault.
Earthquakes in this region can cause significant disruptions, including damaged infrastructure,
ruptured gas lines, electrical fires, and overloaded emergency services. These hazards intensify the
potential for multiple, simultaneous fire incidents and compromise the effectiveness of private and
public fire protection systems. To enhance the city’s resilience and limit structural damage and fire
ignition during seismic events, defensible space and vegetation management requirements are
being implemented within areas of elevated risk, including but not limited to the high and moderate
fire hazard severity zones and the special designated vegetation management area.
H. Local topographical conditions. Chula Vista has several topographical features, including Page 154 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SECOND READING AND ADOPTION
bordering by a bay, a lake, Otay River Valley and Sweetwater river, and parkways, narrow streets,
open space, varying elevations, bridges, overpasses, freeways, and railroad tracks including light
rail. These conditions can impede the rapid deployment and effectiveness of emergency resources;
further, these conditions and increasing populations can slow evacuation. Additionally, the varying
elevations across the city increase wind effect and can have significant negative impacts during
vegetation and other fires. These defensible space and vegetation management requirements are
reasonably necessary to mitigate to the extent possible the respective deleterious effects and for
community health and safety.
Section IV. 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 V. 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 VI. Effective Date
This Ordinance shall take effect and be in force on the thirtieth day after its final passage.
Section VII. 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
Harry Muns Marco A. Verdugo
Fire Chief City Attorney
H:\Attorney\Ordinance-Standard-5-25-12.doc
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City and County boundaries as of 10/22/24 (CA Board of Equalization)
CAL FIRE State Responsibility Areas (SRA25_1)
CAL FIRE Fire Hazard Severity Zones (FHSZSRA23_3, FHSZLRA_25_1)
Data Sources:
Daniel Berlant, State Fire Marshal, CA Department of Forestry and Fire Protection
Joe Tyler, Director/Fire Chief, CA Department of Forestry and Fire Protection
Wade Crowfoot, Secretary for Natural Resources, CA Natural Resources Agency
Gavin Newsom, Governor, State of CaliforniaThe State of California and the Department of Forestry and Fire
Protection make no representations or warranties regarding the
accuracy of data or maps. Neither the State nor the Department shall
be liable under any circumstances for any direct, special, incidental,
or consequential damages with respect to any claim by any user or
third party on account of, or arising from, the use of data or maps.
and other relevant factors including areas where winds
have been identified by the Office of the State Fire Marshal
as a major cause of wildfire spread.
statewide criteria and based on the severity of fire hazard that is
expected to prevail in those areas. Moderate, high, and very high fire
hazard severity zones shall be based on fuel loading, slope, fire weather,
Government Code section 51178 requires the State Fire
Marshal to identify areas in the state as moderate, high,
and very high fire hazard severity zones based on consistent
Waterbody
Federal Responsibility
Area (FRA)Unzoned LRA
Incorporated City
Projection: NAD 83 California Teale Albers
Scale: 1:82,000 at 11" x 17"
0 1 2 3 4 5 6Km
0 1 2 3 4Mi
Very High High Moderate
Fire Hazard Severity Zones in State Responsibility Area
(SRA), Effective April 1, 2024
Very High High Moderate
Fire Hazard Severity Zones (FHSZ) in Local Responsibility
Area (LRA), as Identified by the State Fire Marshal
Chula Vista
5
05
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March 24, 2025
Attachment 1_CA OSFM_FRHZ_Req Matrix_2025
Local Responsibility Area
Fire Hazard Severity Zones
CITY OF CHULA VISTA – SAN DIEGO COUNTY
As Identified by the
State Fire Marshal
Page 156 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
\ i
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CllYOF CHUIAVISTA
MAP NOTE:
This map is intended for study only and
should not be used for any other purpose.
Information an this map is also subject to
change (or revision) periodically. The
City of Chula Vista does not guarantee
the accuracy of information contained on
this map and cautions against the use of
this data in making land use decisions.
, i r' ' ·-···-·
Path: P:\Projects\FIRE\SpecialVegetationManagementArea\SpecialVegetationManagementArea.aprx Date: 6/27/2025 1:19 PM
Special Designated Vegetation Management Area
Number of Parcels: 837
Number of Structures: 919
Number of (square) acreage: 159.73
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CITY OF CHULA VISTA
SPECIAL DESIGNATED VEGETATION MANAGEMENT AREA
MARCH 26, 2025
Attachment 2_City of Chula Vista
Special Designated Vegetation
Management Area_March 26 2025
Page 157 of 849
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August 5, 2025 City Council Post Agenda
ATTACHMENT 3_FHSZ and CDSVMA Requirements Matrix
a = amendment
b = Title 24, Part 7 = future structure hardening / construction requirements (only) will be located in this new code beginning Jan 2026
FHSZ & CSDVMA Requirements Matrix
FHSZ Local Responsibility Area (LRA)
Very High
Adopt FHSZ CBC Chapter 7A / Title 24, Part 7
CEQA Defensible Space
Subdivision Map Act Hazard Disclosure
Safety Element Subdivision Review
Fire Safe Regulations
High
Adopt FHSZ CBC Chapter 7A / Title 24, Part 7
Defensible Spacea
Hazard Disclosure
Moderate
Adopt FHSZ CBC Chapter 7A / Title 24, Part 7 b
Defensible Spacea
Special Designation Local Responsibility Area (LRA)
City Special Designated
Veg. Mgmt. Area
(CSDVMA)
Adopt CSDVMA CBC Chapter 7A / Title 24, Part 7b
Defensible Spacea
Page 158 of 849
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August 5, 2025 City Council Post Agenda
26
Figure 4 Evacuation Map Attachment 4_CHV_PACE Evacutaion
Route Map_2024
Page 159 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Date:Monday, May 19, 2025
Time:5:15 p.m.
Location: City Hall, Bldg. A, Executive Conference Room #103
276 Fourth Avenue, Chula Vista, CA
Board of Appeals and Advisors Special Meeting
Public Comments: Public comments may be submitted to the Board of Appeals and Advisors in the
following ways:
In-person comments during the meeting. Join us for the Board of Appeals and Advisors
meeting at the time and location specified on this agenda to make your comments.
•
Submit an eComment. Visit www.chulavistaca.gov/boardmeetings, locate this meeting,
and click the comment bubble icon. Click on the item you wish to comment on, then click
"Leave Comment."
•
Email comments. Submit comments via email to BOAA@chulavistaca.gov .•
The commenting period will close three hours before the meeting starts. All comments will be
made available to the Board and the public.
Accessibility: Individuals with disabilities are invited to request modifications or accommodations in
order to access and/or participate in a Board of Appeals and Advisors meeting by contacting the
Development Services Department at BOAA@chulavistaca.gov (California Relay Service is
available for the hearing impaired by dialing 711) at least forty-eight hours in advance of the
meeting.
Attachment 5_Agenda
Package_BOAAS_May
19,2025
Page 160 of 849
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Pages
1.CALL TO ORDER
2.ROLL CALL
Board Members Ehm, Iuli, Metayer, and Chair Sclafani
3.CONSENT CALENDAR (3.1-3.3)
The Board will enact the Consent Calendar staff recommendations by one
motion, without discussion, unless a commissioner, a member of the public, or
staff requests that an item be removed for discussion. If you wish to speak on
any item, please fill out a "Request to Speak" form and submit it to the Secretary
prior to the meeting or submit an electronic comment per the instructions on
page one of this agenda.
Recommended Action:
Approve the recommended action on the below consent calendar items.
3.1 Approval of Meeting Minutes 4
Recommended Action:
Approve minutes dated: May 13, 2024
3.2 Consider Request for Excused Absence 7
Recommended Action:
Approve excused absence for Member Iuli from the May 13, 2024,
meeting.
3.3 Authorize the Chair to Work with Staff to Finalize and Submit the Annual
Activities Report for Fiscal Year 2024-25
Recommended Action:
Board authorize the Chair to work with staff to finalize and submit.
4.PUBLIC COMMENTS
Persons may address the Board on any subject matter within the Board's
jurisdiction that is not listed as an item on the agenda. State law generally
prohibits the Board from discussing or taking action on any issue not included
on the agenda, but, if appropriate, the Board may schedule the topic for future
discussion or refer the matter to staff. If you wish to speak on any item, please
fill out a "Request to Speak" form and submit it to the Deputy City Clerk prior to
the meeting or submit an electronic comment per the instructions on page one
of this agenda.
5.PRESENTATIONS
The following item(s) will be presentations given to the Commission. Action on
these item(s) is typically limited to the Commission receiving the presentation
and providing direction or feedback to staff, as appropriate.
City of Chula Vista Board of Appeals and Advisors
May 19, 2025 Agenda Page 2 of 7 Page 161 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
5.1 Presentation on the State’s designated Local Responsibility Area
Moderate, High, and Very High Fire Hazard Severity Zones and the
City’s Special Designated Vegetation Management Area (CMC 15.34),
and Vegetation Management (CMC 8.32) Requirements
Department: Fire
Recommended Action:
Hear the presentation.
6.ACTION ITEMS
The Item(s) listed in this section of the agenda will be considered individually by
the Board and are expected to elicit discussion and deliberation. If you wish to
speak on any item, please fill out a "Request to Speak" form and submit it to the
Deputy City Clerk prior to the meeting or submit an electronic comment per the
instructions on page one of this agenda.
7.STAFF COMMENTS
8.CHAIR'S COMMENTS
9.BOARD MEMBERS' COMMENTS
10.ADJOURNMENT
to the regular meeting on July 14, 2025, at 5:15 p.m.
Materials provided to the Board of Appeals and Advisors related to any open-
session item on this agenda are available for public review by contacting the
Development Services Department at BOAA@chulavistaca.gov
Sign up at www.chulavistaca.gov/residents/enotification to receive email
notifications when agendas are published online.
City of Chula Vista Board of Appeals and Advisors
May 19, 2025 Agenda Page 3 of 7 Page 162 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 1
City of Chula Vista
Special Board of Appeals and Advisors Meeting
MINUTES
May 13, 2024, 5:15 p.m.
City Hall, Bldg. A, Executive Conference Room #103
276 Fourth Avenue, Chula Vista
Present: Vice Chair Ehm, Chair Sclafani
Absent: Member Iuli
Also Present: Deputy City Manager Chase, Fire Marshal Gipson, Building
Official Wagner, Deputy City Clerk Zepeda
_____________________________________________________________________
Minutes are prepared and ordered to correspond to the agenda.
1. CALL TO ORDER
The meeting was called to order at 5:15 p.m.
2. ROLL CALL
Deputy City Clerk Zepeda called the roll.
3. PRESENTATIONS
3.1 Presentation by Deputy City Manager Courtney Chase: Keeping
Chula Vista Safe, Clean and Well-Maintained, A Status Update on
Measure P
Deputy City Manager Chase presented an update on Measure P.
4. CONSENT CALENDAR
4.1 Approval of Meeting Minutes
Moved by Chair Sclafani
Seconded by Vice Chair Ehm
To approve the minutes dated October 10, 2022. The motion was carried
by the following vote:
Page 4 of 7
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2024-05-13 Board of Appeals and Advisors Special Meeting Minutes
Page 2
Yes (2): Vice Chair Ehm, and Chair Sclafani
Result: Carried (2 to 0)
5. PUBLIC COMMENTS
There were none.
6. ACTION ITEMS
6.1 Appointment of Board Chair and Vice Chair for Fiscal Year 2023/24
Moved by Chair Sclafani
Seconded by Vice Chair Ehm
To appoint Commissioner Sclafani as Chair and Commissioner Ehm as
Vice Chair for Fiscal Year 2023/24. The motion was carried by the
following vote:
Yes (2): Vice Chair Ehm, and Chair Sclafani
Result: Carried (2 to 0)
6.2 Resolution Changing the Frequency, Day, and Location of Regular
Meetings
Moved by Vice Chair Ehm
Seconded by Chair Sclafani
To adopt Resolution No. 2024-01 changing the frequency, day, and
location of regular meetings, amending the annual regular meeting to the
third Monday in July. The motion was carried by the following vote:
Yes (2): Vice Chair Ehm, and Chair Sclafani
Result: Carried (2 to 0)
6.3 Approve the Fiscal Year 2023/24 Annual Report of Board Activities
for Submission to the City Council
Moved by Vice Chair Ehm
Seconded by Chair Sclafani
To approve the annual report of activities for submission to the City
Council by July 1, 2024. The motion was carried by the following vote:
Page 5 of 7
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2024-05-13 Board of Appeals and Advisors Special Meeting Minutes
Page 3
Yes (2): Vice Chair Ehm, and Chair Sclafani
Result: Carried (2 to 0)
OTHER BUSINESS
7. STAFF COMMENTS
Building Official Wagner discussed future agenda items.
8. CHAIR'S COMMENTS
Chair Sclafani gave positive feedback on the condition of Santa Venetia Park.
9. COMMISSIONERS' COMMENTS
Vice Chair Ehm gave positive feedback on the Measure P presentation by
Deputy City Manager Chase.
10. ADJOURNMENT
The meeting was adjourned at 6:00 p.m.
Minutes prepared by: Mariluz Zepeda, Deputy City Clerk
_________________________
Mariluz Zepeda, Deputy City Clerk
Page 6 of 7
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May 19, 2025 Agenda Page 165 of 849
City of Chula Vista - City Council
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Request for Excused Absence Form – 6/19
REQUEST FOR EXCUSED ABSENCE
City of Chula Vista Boards, Commissions, and Committees
Name: _________________________________________________ Date of Absence: _________________________________
Board/Commission/Committee: _________________________________________________________________________________
Chula Vista Municipal Code section 2.25.110 (C) allows board/commission/committee members, by a
majority vote, to excuse a fellow board, commission, or committee member’s absence from a meeting for any
of the reasons listed below. A member who is absent from three consecutive, regular meetings will be
deemed to have vacated his or her membership, unless the member’s absence is excused by a
majority vote of the other members. An absence is only recorded as “excused” upon receipt of a member’s
request and majority vote of the board/commission/committee to excuse the absence. Accordingly, if you
have been absent from a regular meeting, please complete and submit this form to the chair or secretary.
Please indicate the reason for the absence:
1. Illness of the member, family member of the member, or personal friend of the member;
2. Business commitment of the member that interferes with the attendance of the member at a meeting;
3. Previously scheduled vacation of the member, notice of which was provided to the respective board
or commission in advance of the meeting;
4. Attendance of the member at a funeral, religious service or ceremony, wedding, or other similarly
significant event;
5. Unexpected, emergency situation that prohibits the member’s attendance; or
6. Other reason for which the member has given notice to the secretary of his or her unavailability at
least seven days in advance of the meeting.
OR
The absence was not for any of the above-listed reasons. I understand that the absence will be recorded
as unexcused.
I certify the reason for the absence indicated above is true and correct.
Member’s Signature: __________________________________________________________ Date: _____________________________
If completed by secretary or staff to board/commission/committee:
Completed on member’s behalf by: _____________________________, per member’s Verbal Written request
on: _________________.
(date)
(secretary/liaison’s name)
05/13/24
Board of Appeals & Advisors
Mariluz Zepeda
David Iuli
4
4
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v . 0 0 5 P a g e | 1
August 5, 2025
ITEM TITLE
Contract Award and CIP Appropriation: Accept Bids and Award a Public Works Contract to Tri -Group
Construction & Development, Inc. for TRF0415 and TRF0411 and Amend Fiscal Year 2025-26 Capital
Improvement Budget by Appropriating Funds to TRF0415.
Report Number: Report Number: 25-0197
Location: Intersections of Telegraph Canyon Road/Old Telegraph Canyon Road, Telegraph Canyon
Road/Medical Center Drive, and Quintard Street, between First Avenue and Second Avenue.
Department: Engineering
G.C. § 84308 Regulations Apply: No
Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to the California
Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities), Section 15302 Class
2 (Replacement or Reconstruction), and Section 15303 Class 3 (New Construction or Conversion of Small
Structures.)
Recommended Action
Adopt a resolution (1) accepting bids and awarding a public works contract to Tri-Group Construction &
Development, Inc. for the Telegraph Canyon Road Raised Median Improvements (TRF0415) and Pedestrian
Improvements at Uncontrolled Mid-Block Crosswalk at Castle Park Middle School (TRF0411) project; and
(2) amending the fiscal year 2025-26 Capital Improvement Program budget by transferring $150,000 in
TransNet funds from Pavement Major Rehab Program FY25 (STM0404) to Telegraph Canyon Road Raised
Median Improvements (TRF0415) for completion of the project. (4/5 Vote Required).
SUMMARY
On June 18, 2025, the Assistant Director of Engineering and Capital Projects received nine (9) sealed bids for
the “Telegraph Canyon Road Raised Median Improvements (TRF0415) and Pedestrian Improvements at
Uncontrolled Mid-Block Crosswalk at Castle Park Middle School (TRF0411)” Project. After a review of the
bids, staff recommends awarding the public works contract to the lowest responsive and responsible bidder,
Tri-Group Construction & Development, Inc. (“Tri-Group”). Adoption of the resolution would: 1) accept bids
and award the public works contract to Tri-Group in the amount of $636,181; and 2) transfer $150,000 in
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P a g e | 2
TransNet funds from Pavement Major Rehab Program FY25 (STM0404) to Telegraph Canyon Road Raised
Median Improvements (TRF0415) for completion of the project.
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 Class 1 (Existing Facilities), Section 15302 Class 2
(Replacement or Reconstruction), and Section 15303 Class 3 (New Construction or Conversion of Small
Structures) because the proposed project 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. Thus, no further environmental review is required.
BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not applicable.
DISCUSSION
Combined Capital Improvement Program (“CIP”) projects TRF0415 and TRF0411 are locally funded through
Gas Tax and TransNet revenues. The scope of work includes the installation of curb extensions, crosswalk
improvements with a Rectangular Rapid Flashing Beacon (RRFB) system, pedestrian ramp improvements,
median improvements and modifications to include a U-turn pocket, and one traffic signal pole.
Bidding Process
On May 16, 2025, Engineering and Capital Projects staff advertised the project and received nine (9) sealed
bids on June 18, 2025. The base bid totals from the prime contractors were as follows:
Ranking Contractor Base Bid Amount
1 Tri-Group Construction & Development, Inc. $636,181.00
2 Rove Engineering, Inc. $696,925.00
3 L.C. Paving & Sealing, Inc. $823,334.75
4 Palm Engineering Construction Co., Inc. $846,414.20
5 Montano Pipeline, Inc. $866,367.00
6 PCI Portillo $881,595.00
7 Blue Pacific Engineering Construction, Inc. $892,234.25
8 Aster Construction Services, Inc. $1,147,762.25
9 – NR Quality Construction & Engineering, Inc. $1,249,335.00
NR = Non-Responsive
The low bid by Tri-Group Construction & Development, Inc. (“Tri-Group”) of $636,181 is approximately 9.9%
lower than the Engineer’s estimate of $706,389. Tri-Group is currently an active licensed contractor (License
No. 792159) with the following classifications: A – General Engineering and B – General Building. Tri-Group
has had satisfactory performance on work within the region.
Quality Construction & Engineering, Inc (“Quality Construction”) submitted a bid price of $1,249,335,
however, the bid proposal that was submitted was incomplete. As such, City staff determined the bid to be
non-responsive.
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P a g e | 3
Staff recommends awarding the public works contract for CIP TRF0415 and TRF0411 to the lowest
responsive and responsible bidder, Tri-Group, and amending the Fiscal Year 2025-26 CIP Program budget
by transferring $150,000 in TransNet funds from CIP Project STM0404 to CIP Project TRF0415 to fully fund
the construction costs as detailed in the Current-Year Fiscal Impact section below.
Disclosure Statement
Attachment 1 is a copy of the Contractor’s Disclosure Statement.
Wage Statement
The Contractor that is awarded the contract and its subcontractors are required to pay prevailing wage to
persons employed by them for their work under this contract. The prevailing wage scales are those
determined by the Director of Industrial Relations, State of California.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the 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 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
Approval of this resolution amends the fiscal year 2025-26 CIP Program budget by transferring $150,000 in
TransNet funds from CIP project STM0404 to CIP project TRF0415 for completion of the project.
There is no current-year fiscal impact to the General Fund as a result of this action.
A summary of expected project costs for TRF0415 and TRF0411 is as follows:
Funds Required for Construction
A. Contract Amount $636,181
B. Contract Contingency $95,428
C. Construction Inspection Staff Cost $146,322
D. Engineering Staff Cost $98,753
Total Funds Required for Construction $976,684
Available Funding
A. TransNet Fund (Acct: TRF0415-227) $543,863
B. Gas Tax Fund (Acct: TRF0411-221) $75,867
C. TransNet Fund (Acct: TRF0411-227) $206,954
D. Transfer of TransNet funds from STM0404
(Acct: TRF0415-227) $150,000
Total Funds Available for Construction $976,684
Page 169 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
P a g e | 4
ONGOING FISCAL IMPACT
The proposed award and appropriation will have no ongoing fiscal impact. All costs associated with the
completion of TRF0415 and TRF0411 will be covered within the project budgets, with no additional funding
required. Upon completion of the project, the improvements will require routine street maintenance. This
expense will be considered as part of the annual budget development process in future years.
ATTACHMENTS
1. Disclosure Statement
2. Project Location Map
3. Bid Proposal
Staff Contact: Matthew Little, Deputy City Manager/ Director of Engineering & Public Works/City Engineer
Rosina C. Flores, Assistant Director of Engineering & Capital Projects
Yan Liu, Associate Engineer
Page 170 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (1) ACCEPTING BIDS AND AWARDING A
CONTRACT FOR “TELEGRAPH CANYON ROAD RAISED
MEDIAN IMPROVEMENTS (TRF0415) AND PEDESTRIAN
IMPROVEMENTS AT UNCONTROLLED MID-BLOCK
CROSSWALK AT CASTLE PARK MIDDLE SCHOOL
(TRF0411)” PROJECT TO TRI-GROUP CONSTRUCTION &
DEVELOPMENT, INC. IN THE AMOUNT OF $636,181; AND
(2) AMENDING THE FISCAL YEAR 2025-26 CAPITAL
IMPROVEMENT PROGRAM BUDGET BY TRANSFERING
$150,000 IN TRANSNET FUNDS FROM CIP PROJECT
“PAVEMENT MAJOR REHAB PROGRAM FY25 (STM0404)”
TO CIP PROJECT “TELEGRAPH CANYON ROAD RAISED
MEDIAN IMPROVEMENTS (TRF0415)”
WHEREAS, Chapter 2.56 of Chula Vista Municipal code authorizes the City to contract
for Public works; and
WHEREAS, on May 16, 2025, the Department of Engineering and Capital Projects
solicited bids for the “Telegraph Canyon Road Raised Median Improvements (TRF0415) and
Pedestrian Improvements at Uncontrolled Mid-Block Crosswalk at Castle Park Middle School
(TRF011)” project in accordance with Chula Vista Municipal Code section 2.56.160(A); and
WHEREAS, on June 18, 2025, the Assistant Director of Engineering and Capital Projects
received nine (9) sealed bids for the “Telegraph Canyon Road Raised Median Improvements
(TRF0415) and Pedestrian Improvements at Uncontrolled Mid-Block Crosswalk at Castle Park
Middle School (TRF011)” project; and
WHEREAS, the apparent low bid for the project was submitted by Tri-Group Construction
and Development, Inc. (“Tri-Group”) in the amount of $636,181, which is approximately 9.9%
below the Engineer’s estimate of $706,389; and
WHEREAS, staff has determined that the bid submitted by Tri-Group is responsive in all
material respects to the bid specifications/requirements, and that Tri -Group is the lowest
responsive and responsible bidder; and
WHEREAS, staff recommends awarding the contract to Tri-Group in the amount of
$636,181; and
WHEREAS, staff recommends amending the fiscal year 2025-26 CIP Program budget by
transferring $150,000 in TransNet funds from” Pavement Major Rehab Program FY25
(STM0404)” to “Telegraph Canyon Road Raised Median Improvements (TRF0415)” for
completion of the project.
Page 171 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Resolution No.
Page 2
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it:
1) Accepts bids and awards the public works contract for the “Telegraph Canyon Road
Raised Median Improvements (TRF0415) and Pedestrian Improvements at
Uncontrolled Mid-Block Crosswalk at Castle Park Middle School (TRF0411)” project
to Tri-Group Construction & Development, Inc. in the amount of $636,181.’
2) Amends the fiscal year 2025-26 Capital Improvement Program budget by transferring
$150,000 in TransNet funds from “Pavement Major Rehab Program FY25
(STM0404)” to “Telegraph Canyon Road Raised Median Improvements (TRF0415)”
for completion of the project.
Presented by Approved as to form by
Matthew Little, PE Marco A. Verdugo
Deputy City Manager/ City Attorney
Director of Engineering & Capital Projects
Page 172 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
CITY OF CHULA VISTA DISCLOSURE STATEMENT
Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action
by the Council, Planning Commission and all other official bodies of the City of Chula Vista (the "City" ),
a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions
for a City election must be filed. The following information must be disclosed:
1. List the names of all persons having a financial interest in the property that is the subject of the
application or the contract, e.g., owner, applicant, contractor, subcontractor, material supplier.
l nJ0N'11
2. If any person* identified pursuant to item one (1) above is a corporation or partnership, list the
names of all individuals with a two thousand dollars ($2,000) investment in the business
corporation/partnership) entity. C-/ A)
3. If any person* identified pursuant to item one (1) above is a non-profit organization or trust, list
the names of any person serving as director of the non-profit organization or as trustee or
beneficiary or trustor of the trust. (-411% )
4. Please identify every person, including any agents, employees, consultants, or independent
contractors you have assigned to `represent you before the City in this matter.
6A-t >=% A-) o .
St%
tb1 ST
1- Ion . 1-1 SS*1
5. Has any person* associated with this contract had any financial dealings with an official** of the
City as it relates to this contract within the past twelve (12) months? Yes No (/
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
f Yes, briefly describe the nature of the financial interest the official" may have in this contract.
6. Have you made a contribution of more than two hundred fifty dollars ($250) within the past twelve
12) months to a current member of the Chula Vista City Council? No leles _ If yes, which
Council member?
7. Have you provided more than three hundred forty dollars ($340), or an item of equivalent value, to
an official** of the City in the past twelve (12) months? (This includes being a source of income,
money to retire a legal debt, gift, loan, etc.) Yes _ No
If Yes, which official** and what was the nature of item provided?
Date: V V " / — [
TRI -GROUP
CONSTRUCTION AND
DEVELOPMENT, INC.
Name of Company, Firm or Entity
Signature of Contractor/Applicant
RANI ASW
Print or type name of Contractor/Applicant
Title
9ECRRTARY fF QORPORATION
Person is defined as: any individual, firm, co -partnership, joint venture, association, social club,
fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city,
municipality, district, or other political subdivision, or any other group or combination acting as a
unit.
Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member
of a board, commission, or committee of the City, employee, or staff members.
27
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August 5, 2025 City Council Post Agenda
EGISTER
E D P R O F E SSIONAL
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OF CA L I F O R NIACIVIL
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IN THE CITY OF CHULA VISTA, CALIFORNIA
CIP No. TRF0415 AND TRF0411)
LOCATION MAP
IMPORTANT NOTICE
LEGEND
IMPROVEMENT SYMBOL
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GENERAL NOTES
PRE-CONSTRUCTION CONFERENCE
AS-BUILTS
SPECIFICATIONS
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UTILITY CONSTRUCTION NOTES
TELEGRAPH CANYON RD &
OLD TELEGRAPH CANYON RD
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TITLE SHEET
Page 175 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
BID PROPOSAL
To the Honorable Mayor and City Council of the City of Chula Vista.
The undersigned acknowledges that he/she has carefully examined the plans and specifications for:
TELEGRAPH CANYON ROAD RAISED MEDIAN IMPROVEMENTS & PEDESTRIAN IMPROVEMENTS AT UNCONTROLLED
MID -BLOCK CROSSWALK AT CASTLE PARK MIDDLE SCHOOL
CIP #TRF0415 & TRF0411
and that he/she has examined the location of the proposed work and has read and understands the accompanying instructions to bidders and all
Contract Documents, and hereby proposes to furnish all materials, and do all the work required to complete the said work in strict accordance with
the plans, specifications, Special Provisions, and all Contract Documents for the Project for the unit price(s) or lump sum(s) set forth in the following
schedule. Any Request for Information (RFI) regarding the advertised Project must be submitted via PlanetBids no later than five (5)
consecutive working days prior to the bid submission deadline. Any RFI request received later than five (5) consecutive working days prior
to the bid submission deadline will not be entertained.
The Contractor has 85 consecutive working days to complete the Project.
Out of the 85 working days, five (5) days are for utility relocations.
Item Description Qty Unit Unit Price Total
I Remove Existing and Install City Furnished Type
61-5-100-60-15 1 EA S OoO i S Doc? Signal Standard & Mast Arm i
2 Furnish and Install (Case 5) Foundation 1 EA 130 10co 3 Ot p 00
3 Furnish and Install New Section 12" LED MAS
3 EAVehicularSignal (3 -Section Head)
4 Furnish and Install New Section 12" LED SV -1T
Vehicular Signal (3 -Section Head) 1 EA 1 0.7
t
5 Furnish and Install New Section 12" LED SV -2T
Vehicular Signal (5 -Section Head) 1 EA 2
t
pv Z o0
t
6 Furnish and Install LED Vehicle Indications - 12"
Ball 12 EA Q
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August 5, 2025 City Council Post Agenda
Item Description Qty Unit Unit Price Total
7 Furnish and Install LED Vehicle Indications - 12"
Arrow 8 EA
8 Fu nish and Install Pedestrian Indication Hardware
1 EA 4 j 00
9 Furnish and Install LED Pedestrian Indications -
Countdown Style IEA 3 003 o d
10 Furnish and Install R3-8uT Sign (U Turn Only) 1 EA 3 O% 3 c:;, f7
11 Furnish and Install ADA PPB-Polara APS with
Polara PPB Housing & Rl0-3E Sign 4 EA 2 Oc7
OO tD
1
12 Remove and Reinstall CCTV 1 EA 2' ' L
7-
1'_
c) p
13 Install City Furnished Type 2 Post 1 EA 2 00 J 21Oao
14 Furnish and Install Traffic Signal Loop Detectors
E) 20 EA O
1
Type 1 00
15 Furnish and Install Traffic Signal Loop Detectors
Type E Modified) 12 EA
16 Furnish and Install Traffic Signal Loop Detectors 3 EA gOpTypeQ) 2 t.}
17 Furnish and Install Emergency Vehicle Pre-
Emption (EVPE) System 1 EA 2j 7
o12S O
18 Remove and Reinstall GTT GPS Antenna 1 EA tel 1 !-L-D %:)
19 Furnish and Install LED Safety Lighting 1 EA
1200
20 Furnish and Install Conduit (2" PVC) Per Plan 360 LF G 2 1 c7
21 Furnish and Install Conduit (3" PVC) Per Plan 170 LF 4 3
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item Description Qty Unit Unit Price Total
22 Furnish and Install Intersection Wiring1 LS 2 01t 7- pp0
23 Furnish and Install new Pullbox (No. 6) 1 EA
1
24 Remove and Dispose Existing Pull Box and
Replace with new Pull Box (No.5) (Signal) 1 EA 2t
25 Remove and Dispose Existing Pull Box and
Replace with new Pull Box (No. 3 1/2) (Lighting) 4 EA 2 OOIp coo
26 Furnish and Install New Light Pullbox/Conductors 1 EA
27 Remove, Salvage, and Reinstall Reflective Street
Name Sign with City Logo
1 EA
s
p p O
28 Striping in Paint (Yellow Paint on Median Nose &
Red Curb) - Paint 194 LF
29 Install Pavement Markings - Thermoplastic 257 SF
30 Install Thermoplastic Ladder Crosswalk & Limit
Line (CVSD TRF -11) - Thermoplastic
1360 SF
31 Install Lane Stripe and Limit Line - Thermoplastic 175 LF 1 c)
32 Install Green - Thermoplastic 120 SF 1 1 > t7
33 Install Median Lane Stripe - Paint 855 LF
34 Install Double Yellow No Passing Zone - Paint 90 LF
35 Install White Channelizing Line - Paint 400 LF Z g p O
36 Install White Diagonal Eine - Paint 54 LF 2 0
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item Description Qty Unit Unit Price Total
37 Install Chevron Markings - Paint 35 LF Z C)
38 Install Yield Markings - Thermoplastic 36 SF 10 C
39 P.C.C. Median Nose per Plan Detail Sheet 3 10 SF
40 P.C.C. Median Curb (6 -inch) per SDRSD G-6, B-
2 820 LF
j "' L+ 0 c
41 P.C.C. Pin -On Curb (6 -inch) per SDRSD G-6, B-3 50 LF Jr -
0
42 P.C.C. Median Walk (6 -Inch) Per SDRSD G-7
Exposed Aggregate Finish) (Median infill) 1585 SF
43
Constructontruct Curb Return and Type A Pedestrian
P
I EARam00
44 Construct Curb Return and Type B Pedestrian
Ramp 3 EA Si coo 2 L} Ooa7
45 Construct Curb Return and Type D (Mod)
Pedestrian Ramp 5 EA c? 00 L4 J p o 0
46 P.C.C. Curb & Gutter per SDRSD G-06 (6 -inch) 35 LF 2-
47 47 P.C.C. Curb & Gutter per SDRSD G-06 (5 -inch) 44 LF j p O
i
48 P.C.C. Sidewalk (4 -inch) 990 SF
49 Decomposed Granite 575 SF 5 Q
50 P.C.C. Cross Gutter/Spandrel 220 SF
51 Asphalt Concrete Pavement 165 TON 3 00 LA
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item Description Qty Unit Unit Price Total
52 Class 2 Aggregate Base 190 CY
S 3 ^ !'17
I
53 Furnish and Install New Sign on New Post 13 EA Sa 1 t{Oo
54 Furnish and Install New Sign on Existing Post 2 EA S ( pp O
t
55 Furnish and Install Pedestrian Barricade 2 EA 2 'J
1
S 00a
56 Furnish and Install TransNet Sign 6 EA S -i t7 3
57 Remove and Salvage Street Light and Conduit 1 EA 2t yvo 2 S O
Furnish and Install Warning Light System -
SW24-2(CA) Sign and Side Rectangular Rapid
58 Flashing Beacon System with Solar Power Supply,
Cables, Push Button, and Controller System on 1 LS 22 dt::)%D
City Furnished and Contractor Installed Type IA
Poles
59 Clearing and Grubbing, Removal and Disposal of
Existing Improvements (TRF0415) 1 LS 2 2 d cZ 2 Z d tz)o
60 Clearing and Grubbing, Removal and Disposal of
Existing Improvements (TRF0411) 1 LS 07-
0
O Jc.) 221 0 00
61 Protection and Restoration of Existing
Improvements (TRF0415) 1 LS S` d O J s- CO c
62 Protection and Restoration of Existing
Improvements (TRF0411) 1 LS S 000 S O O O
63 Public Convenience and Safety (Traffic Control)
TRF0415) 1 LS
c7I C)C 0 OOC7
64 Public Convenience and Safety (Traffic Control)
TRFO 11) 1 LS O`7 l t CJS c7
65 Best Management Practices (TRF0415) I LS
t
00 pt O
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item Description Qty Unit Unit Price Total
66 Best Management Practices (TRF0411) 1 LS
t f
1C)oc7
67 Tree Removal 3 EA 1
1
VI S -01D
t
68 Furnish and Install Tree 6 EA S
t
0C%7
69 Install White Edge Line — Paint 16 LF 6 C)
GRAND TOTAL: 6 3 `y I • (In Figures)
n Words
TPIDt
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August 5, 2025 City Council Post Agenda
he undersigned further agrees that in case of default in executing the required Contract, with necessary
bonds, within ten (10) working days after having received notice that the Contract is ready for signature,
the proceeds of the check or bond accompanying his/her bid shall become the property of the City of Chula
Vista.
The undersigned declares, under penalty of perjury, that it is licensed in accordance with state laws
providing for the registration of Contractors, License No.
6? 2 .,1 '
License Expiration Date, Contractor's State License Classification 03 J-3 I /ZOz-7
Public Works Contractor Registration Number with DIR \ O O 0 n 0 Ef') rl'1
Signature of bidder:
If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all
individuals, co-partners composing the firm. If a corporation, also names of President, Secretary, Treasurer
and manager thereof, and affix the Corporate Seal thereto.) TRI -GROUP
Lt-hN. pss•-
By:
Dated: G — \`7 , 20 2S
CONSTRUCTION AND
DEVELOPMENT, INC.
Business Name)
6oA10f5pr- /VSsS 1?Qrs d3+ X N1I f"/GaG
1- Ate' It ss T S==
TRI-GROUP CONSTRUCTION
AND DEVELOPMENT INC
9580 BLACK MOUNTAIN RD, STE L
SAN DIEGO CA 92126
Business Address)
L
Phone Number)
TAX IDENTIFICATION NUMBER 3.3 - O'2C) 3 -1 S
Attach Proper Notarization and Official Seal)
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v . 0 0 5 P a g e | 1
August 5, 2025
ITEM TITLE
Ambulance Transport System Purchase: Appropriate Transport Enterprise Funds for the Purchase of One
Type I Ambulance and Three Type II Ambulances and the Required Outfitting
Report Number: 25-0162
Location: No specific geographic location
Department: Fire
G.C. § 84308 Regulations Apply: 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 the resolution amending the fiscal year 2025-26 adopted budget by appropriating available fund
balance in the Transport Enterprise Fund for the addition of one (1) Type I ambulance and three (3) Type II
ambulances and equipment for the Transport Enterprise Fund. (4/5 Vote Required).
SUMMARY
The City of Chula Vista is in a significant period of growth and expansion. As a result, the Fire Department
and its EMS division are experiencing increased demand for emergency services. The department currently
operates ten (10) Type I ambulances in a 24/7 frontline capacity and maintains five (5) Type I ambulances
in reserve.
To address the service demand and aging fleet, the Fire Department is recommending the addition of one (1)
Type I Ambulance and three (3) Type II ambulances. These ambulances will be fully outfitted to include a
gurney system, auto pulse, cardiac monitors and radios.
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 it will not result in a physical change in the environment.
Page 183 of 849
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August 5, 2025 City Council Post Agenda
P a g e | 2
Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA.
Thus, no environmental review is required.
BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not Applicable.
DISCUSSION
Reserve ambulances are vital for ensuring operational continuity when frontline units are out of service due
to maintenance or mechanical issues. They are also used for upstaffing during peak demand periods and to
cover special events. As frontline units age, the department is finding its reserve capacity decreasing,
sometimes dropping to zero available units.
Industry standards recommend maintaining a reserve fleet equal to two-thirds (2/3) to three-quarters (3/4)
of the frontline fleet. Based on the current configuration, a reserve fleet of at least seven (7) ambulances is
recommended. Per the City's agreement for exclusive emergency ambulance services, fro ntline ambulances
may operate for up to 200,000 miles or seven (7) years, and reserve ambulances up to 275,000 miles or ten
(10) years.
To address aging units and meet increasing service demands, the Fire Department plans to pursue a cost-
effective remounting strategy, placing existing medic boxes onto new chassis.
Simultaneously, there is an identified need to expand the ambulance fleet to maintain service reliability,
support special events, and ensure reserve availability during vehicle remounting.
To address the service demand and aging fleet, the Fire Department is recommending the addition of one
(1) Type I Ambulance and three (3) Type II ambulances. These ambulances will be fully outfitted to include
a gurney system, auto pulse, cardiac monitors and radios.
Ambulances
Addition of One (1) Type I Ambulance
To meet the recommended reserve fleet standard and provide adequate coverage during vehicle remount
cycles, the addition of one (1) Type I ambulance is necessary. This will bring the total reserve fleet to six (6),
moving closer to the industry standard and enhancing operational resilience during upstaffing, special
events, and maintenance periods.
The Fire Department’s current Type I ambulance fleet consists of Medix ambulances. The addition of one (1)
Type I ambulance will also be a Medix, which will be purchased through RepublicEVS LLC as an authorized
dealer of Medix Ambulances via Houston-Galveston Area Council of Governments (HGAC) contract AM10-23.
The HGAC is a voluntary association available to local governments to promote regional cooperation for
specialty vehicles and operations. HGAC conducted a competitive solicitation for ambulances and
Medix/Southwest Ambulances was chosen to be the lowest, most responsible and responsive bidder. To
procure these vehicles, the Purchasing Agent has determined that the award of this contract is consistent
with Section 2.56.140 of the Chula Vista Municipal Code, Cooperative Purchasing Agreements. The HGAC
Page 184 of 849
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August 5, 2025 City Council Post Agenda
P a g e | 3
award to Medix/Southwest Ambulances under contract AM10-23 was competitively bid and complies with
the City of Chula Vista procurement policy. Republic EVS is an authorized dealer of Medix Ambulances as a
part of the HGAC award. The City of Chula is a current member of HGAC, member number 17-6246.
Addition of three (3) Type II Ambulances
The proposed addition of three (3) Type II ambulances will provide the following system benefits:
BLS Peak Hour Coverage: Two (2) Type II ambulances will be deployed during peak hours (0730–
1930) to provide Basic Life Support (BLS) services. This will add additional unit hours to the system
and help meet increasing call volume.
Support for Special Events: Reserve ambulances are regularly used for special events, requiring up
to three (3) units depending on event size. Type II ambulances will provide event coverage without
straining the core reserve fleet.
Temporary Frontline Replacement: As frontline Type I units reach 200,000 miles (estimated in
September and December 2025), they will rotate into reserve status for remounting. The third Type
II ambulance will be used as a temporary replacement during these transitions.
To procure these vehicles, the Purchasing Agent has determined that the award of this contract is consistent
with Section 2.56.140 of the Chula Vista Municipal Code Cooperative Purchasing Agreements. The Fire
Department is utilizing Sourcewell contract 122123-RVG-3 to purchase the Type II ambulances through
Leader Emergency Vehicles.
Gurney System
The ATS program currently uses Stryker gurney systems for ambulances. To keep equipment compatible
across all vehicles, the Fire Department will continue to purchase Stryker gurney systems. To procure this
equipment, the Purchasing Agent has determined that the award of this contract is consistent with Section
2.56.140 of the Chula Vista Municipal Code, Cooperative Purchasing Agreements. The Fire Department will
be utilizing Sourcewell contract 041823-STY to purchase the gurneys through Stryker.
Motorola Radio Communications Equipment
Motorola radio equipment is required for all ambulances being purchased to provide transport services. The
equipment includes mobile radios, portable radios, accessories, and installation of the equipment. The radio
equipment is purchased via a sole source agreement per City of Chula Vista Resolution 2020-106.
Cardiac Monitor & Autopulse
City Council previously approved Resolution 2020-105 authorizing a sole source agreement with Zoll
Medical Corporation. The current cardiac monitors and auto pulse devices were purchased through Zoll. The
cardiac monitors for the Type I and Type II ambulances will be purchased through Zoll.
The table below summarizes the estimated costs to purchase and outfit one (1) Type I and three (3) Type II
Ambulances.
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DECISION-MAKER CONFLICT
Staff have reviewed the decision contemplated by this action and have 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 are not independently aware and have 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 amends the fiscal year 2025-26 adopted budget by appropriating $1,850,000
from fund balance to complete these purchases. The Transport Enterprise Fund has sufficient funds available
to cover these purchases.
ONGOING FISCAL IMPACT
The ongoing maintenance of these ambulances will be addressed during the City’s annual budgeting process
and will be funded by the Transport Enterprise Fund.
ATTACHMENTS
Staff Contact: Emily Folker, Principal Management Analyst
Raymond Smith, Deputy Chief
Harry Muns, Fire Chief
Unit Qty Total Cost
Type I Ambulance 1 $400,000.00
Type II Ambulance 3 $500,000.00
Radios 8 $150,000.00
Gurney 4 $400,000.00
Cardiac Monitor &
Autopulse 4 $400,000.00
Total $1,850,000.00
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RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AMENDING THE FISCAL YEAR 2025-26
ADOPTED BUDGET FOR THE PURCHASE OF FOUR
AMBULANCES AND REQUIRED OUTFITTING AND
APPROPRIATING FUNDS THERFOR (4/5 VOTE REQUIRED)
WHEREAS, City Council approved Chula Vista Council Resolution 2020-014 directing
the City Manager to engage in all necessary administrative actions to implement Fire Department
based Ambulance Transport Services; and
WHEREAS, the Fire Department has identified increasing service demand and an aging
ambulance fleet that require the addition of one (1) Type I ambulance and three (3) Type II
ambulances to ensure continued quality emergency medical response and adequate fleet capacity;
and
WHEREAS, the addition of one (1) Type I ambulance will help the Fire Department meet
the recommended reserve fleet standard, bringing the total reserve fleet to six (6), and provide
adequate coverage during vehicle remount cycles, special events, upstaffing, and maintenance
periods; and
WHEREAS, the new Type I ambulance will match the current Medix ambulance fleet and
will be purchased from RepublicEVS LLC, an authorized dealer of Medix Ambulances, utilizing
HGAC contract AM10-23, a competitively bid cooperative purchasing contract in compliance with
Section 2.56.140 of the Chula Vista Municipal Code; and
WHEREAS, the Fire Department proposes the addition of three (3) Type II ambulances to
support Basic Life Support (BLS) peak hour coverage, special event deployments, and s erve as
temporary frontline replacements during vehicle remounting periods; and
WHEREAS, the Type II ambulances will be procured from Leader Emergency Vehicles
under Sourcewell contract 122123-RVG-3, a competitively bid cooperative purchasing agreement
consistent with Section 2.56.140 of the Chula Vista Municipal Code; and
WHEREAS, to ensure equipment compatibility across all ambulances, the Fire Department
will continue to purchase Stryker gurney systems under Sourcewell contract 041823 -STY,
consistent with Section 2.56.140 of the Chula Vista Municipal Code; and
WHEREAS, each ambulance will be equipped with Motorola radio communication
equipment, including mobile radios, portable radios, and accessories, purchased under the City’s
sole source agreement with Motorola Solutions, per City Council Resolution 2020-106; and
WHEREAS, the ambulances will also be outfitted with cardiac monitors and Autopulse
equipment from Zoll Medical Corporation, consistent with the City’s sole source agreement
authorized under City Council Resolution 2020-105.
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WHEREAS, the addition of the ambulances and necessary equipment outfitting is
estimated at $1,850,000.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it amends the fiscal year 2025-26 adopted budget by appropriating available fund balance in
the Transport Enterprise Fund in the amount of $1,850,000 to the capital category in the Transport
Enterprise Fund.
Presented by Approved as to form by
Harry Muns Marco A. Verdugo
Fire Chief City Attorney
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August 5, 2025
ITEM TITLE
Grant Acceptance and Appropriation: Accept a Grant from the U.S. Department of Homeland Security for
Operation Stonegarden and Appropriate Funds
Report Number: 25-0202
Location: No specific geographic location
Department: Police
G.C. § 84308 Regulations Apply: 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 accepting grant funds in the amount of $100,000 from the U.S. Department of Homeland
Security for Operation Stonegarden and appropriating said funds to the Police Grants Section of the Federal
Grants Fund. (4/5 Vote Required)
SUMMARY
Operation Stonegarden grant funding has been awarded to the City of Chula Vista through the California
Office of Emergency Services to the San Diego County region’s Urban Area Security Initiative. In coordination
with the U.S. Department of Homeland Security and grant administration by the County of San Diego, the
Chula Vista Police Department has been allocated $100,000 for Operation Stonegarden 2024 funding.
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 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 subjec t to CEQA.
Thus, no environmental review is required.
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BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not Applicable.
DISCUSSION
Since the events of September 11, 2001, the U.S. Department of Homeland Security has prioritized a
coordinated effort to ensure the nation, including the entire San Diego region, is prepared to prevent, protect
against, mitigate, respond to, and recover from threats and acts of terrorism, and other man-made or natural
catastrophes. The Urban Area Security Initiative program, coupled with the Operation Stonegarden program
(“OPSG”), provide resources required for implementation of the National Preparedness System and working
toward the National Preparedness Goal of a secure and resilient nation. OPSG specifically provides funding
to enhance local, tribal, territorial, state, and federal coordination to enhance security along the United States
land and water borders.
The U.S. Department of Homeland Security, with funds passing through California Office of Emergency
Services and County of San Diego Sheriff’s Department, provides funding for OPSG. Nearly all municipal law
enforcement agencies in the county are co-partners for this program. The mission of OPSG is to deter illegal
activity by criminal organizations using transit nodes and corridors that run throughout San Diego County,
including the City of Chula Vista (“City”), through regional multi-jurisdictional collaboration, intelligence/
information sharing, and communication.
Chula Vista Police Department (“CVPD”) will only enforce local and state laws within the City, subject to the
California Values Act (SB 54; Chapter 495). CVPD cannot and will not enforce or aid in the enforcement of
immigration laws on behalf of U.S. Customs and Border Protection and U.S. Border Patrol.
The City’s proximity to the international border, along with the presence of three major north-south arterial
highways, makes it uniquely positioned to experience impacts from transnational crime and criminal
organizations. This location also enables the City to play a key role in efforts to interdict criminal activity
moving in both directions across the border. The purpose and goal of OPSG within the City is to enhance
public safety by increasing law enforcement presence with the aim of reducing crime and disrupting illegal
smuggling, human trafficking, and other cross-border criminal activity.
Within CVPD, OPSG-funded overtime operations typically include one sergeant and two officers and are
conducted approximately twice per week. All CVPD officers participating in these operations operate under
the direct supervision of the City and in accordance with City policies. They do not work directly with
Department of Justice personnel, except during rare joint operations. Even in those instances, CVPD officers
remain under the City’s supervision and are required to follow all City policies.
In fiscal year 2024-25, OPSG funds supported an additional 1,639 extra officer hours in the community,
equivalent to approximately 0.80 of a full-time police officer.
CVPD personnel are strictly prohibited from engaging or participating in immigration enforcement or taking
any action for immigration enforcement purposes.
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DECISION-MAKER CONFLICT
Staff have reviewed the decision contemplated by this action and have 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. (Gov. Code, § 87100, et seq.)
Staff are not independently aware, and have 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
Adoption of this resolution amends the fiscal year 2025-26 budget by appropriating $100,000 to the
personnel category of the Police Grant Section of the Federal Grants Fund for overtime costs relating to
Operation Stonegarden. One-time funding from the U.S. Department of Homeland Security will completely
offset these costs, resulting in no net fiscal impact to the General Fund.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact as a result of this action.
ATTACHMENTS
None.
Staff Contact: Chief Roxana Kennedy, Police Department
Administrative Services Manager Jonathan Alegre, Police Department
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Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING FUNDS FROM THE U.S.
DEPARTMENT OF HOMELAND SECURITY FOR
OPERATION STONEGARDEN, AMENDING THE FISCAL
YEAR 2025-26 BUDGET, AND APPROPRIATING FUNDS
THEREFOR
WHEREAS, since the events of September 11, 2001, the interception of terrorists and their
weapons attempting entry across the nation’s borders has become the priority mission of the U.S.
Department of Homeland Security; and
WHEREAS, grant funding via “Operation Stonegarden” has been awarded by the U.S.
Department of Homeland Security to the San Diego County region to facilitate regional
partnerships and enhance law enforcement preparedness and operational readiness along the land
and water borders of the United States; and
WHEREAS, the Chula Vista Police Department (“CVPD”) has been allocated grant
funding (“Grant Funds”) in the amount of $100,000 for Operation Stonegarden to participate in
regional enforcement efforts and support the mission of the operation; and
WHEREAS, CVPD will only enforce local and state laws within the City of Chula Vista,
subject to the California Values Act (SB 54; Chapter 495). CVPD cannot and will not enforce or
aid in the enforcement of immigration laws on behalf of U.S. Customs and Border Protection and
U.S. Border Patrol; and
WHEREAS, the Grant Funds provided by U.S. Department of Homeland Security will
completely offset the total costs of Operation Stonegarden.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it accepts Grant Funds in the amount of $100,000 from the U.S. Department of Homeland
Security for Operation Stonegarden and amends the Fiscal Year 2025-26 budget by appropriating
$100,000 to the personnel category of the Police Grants Section of the Federal Grants Fund.
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that the
City Manager, or Chief of Police, is authorized to enter into and execute an agreement with the
U.S. Department of Homeland Security, any amendments, extensions, or renewals of the
agreement, and all documents necessary and appropriate to implement this resolution.
Presented by Approved as to form by
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Resolution No.
Page 2
Roxana Kennedy Marco A. Verdugo
Chief of Police City Attorney
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August 5, 2025
ITEM TITLE
Agreement: Approve Agreement with IntelAgree, LLC for a Contract Lifecycle Management Platform and
Waive the Competitive Process and Approve an Agreement with Elevate Services, Inc. for Implementation
and Integration of the IntelAgree Platform.
Report Number: 25-0191
Location: No specific geographic location
Department: City Manager and Finance
G.C. § 84308 Regulations Apply: Yes
Environmental Notice: This 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
Adopt a resolution 1) Approving an agreement with IntelAgree, LLC, for a Contract Lifecycle Management
platform and 2) Waiving the competitive process and approving an agreement with Elevate Services, Inc. for
implementation and integration services of the IntelAgree Platform.
SUMMARY
The City of Chula Vista has identified a need for a modern Contract Lifecycle Management platform to
streamline the City’s contract management practices. The current manual system is inefficient, inconsistent,
and difficult to scale. This solution will establish a secure, standardized platform for initiating, reviewing,
executing, and monitoring contracts, while reducing risks, improving compliance, and supporting
transparency.
ENVIRONMENTAL REVIEW
The Director of Development Services has reviewed the proposed activity for compliance with CEQA and has
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. Thus, no environmental review is required
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BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not applicable
DISCUSSION
The City processes hundreds of contracts each year across all departments. Currently, contract development,
routing, and storage practices are decentralized, varying by department and relying heavily on email-driven
processes.
This approach presents several challenges:
Inconsistent review and approval workflows
Difficulty retrieving and tracking contract terms and obligations
Limited visibility into contract lifecycles, renewals, expirations and other critical deadlines
Delayed execution and missed deadlines
Increased legal and financial risks exposure
To address these challenges and improve both service delivery and risk management, staff recommends the
implementation of a Contract Lifecycle Management (CLM) platform.
In June of 2024, the City posted a request for proposals (“RFP”) RFP P25-2024 to Planet Bids, soliciting
competitive proposals from experienced and qualified firms to provide a cloud-based (SaaS) contract
lifecycle management solution. The objective of this solicitation was to improve the City’s contract
management processes by implementing a system that facilitates standardized contract creation, accelerates
approval timelines, and reduces risk.
The minimum features requested in the RFP are as follows:
1. Document authoring, including version control.
2. Automated, rule-based approval workflows.
3. Contract life cycle tracking and notifications (impending contract requirements with fixed or variable
timing, contract expiration dates, nearly depleted not-to- exceed contract values, and contract
renewals).
4. Strong privacy policy and functionality to comply with relevant data privacy and digital signature
regulations.
5. Scalable to accommodate future growth in the number of contracts and users.
6. Employ a user-friendly interface and provide training materials for users.
7. Optimized for quick retrieval of contract-related information.
8. Integration with Microsoft 365, Laserfiche, DocuSign, and Adobe.
9. Contract clause library.
10. Document and clause import and export utilities.
11. Integration with digital signature software.
12. Ability to attach and securely store supporting documents.
13. Legacy document transfer/import.
14. OCR technology to identify and store desired metadata
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With highly desirable features:
1. Native digital signature functionality.
2. Contract abstract functionality.
3. Integration with Tyler Munis Purchasing and Accounts Payable modules.
4. Integration with Granicus (CMS).
5. Single sign-on support.
6. Customizable dashboard that provides an area for notices as well as an area showing the status of
pending documents including pending action by user.
7. Ability to set up workflows, assign permissions by user, and reassign workflows when person is not
available.
8. Ability to link and cross reference documents (Contracts and amendments, Master Agreements with
Scopes of Work, Bonds, purchase orders, etc.)
9. Ability to generate solicitation templates, single/sole source justification memos, and other custom
forms.
The City received nine (9) responses to RFP P25-2024. Each proposal was reviewed for qualifications and
evaluated by a selection committee, consisting of staff from the City Manager’s Office, City Attorney, City
Clerk and Purchasing Division. The proposals were ranked, and the top three (3) respondents were invited
to provide a presentation and demonstrate their solution to the selection committee. Presentations were
made by ECS Imaging, Inc., IronClad, Inc. and IntelAgree, LLC.
The selection committee then evaluated the proposals based on the following criteria:
1. Experience – evaluation of respondent’s technical expertise and professional competence in areas
directly related to the scope of services.
2. Qualifications – evaluation of respondent’s demonstrated qualifications to provide the scope of
services.
3. References – evaluation of respondent’s demonstrated ability to undertake the scope of work and
produce the required outcome in a timely manner.
4. Proposed Cost – evaluation of the fee proposal, including both one-time and ongoing costs.
5. Demonstration – evaluation of the ability of respondent’s CLM platform to provide the features set
forth in the scope of work.
Based on the evaluation process, staff recommends entering into an agreement with IntelAgree, LLC,
(IntelAgree) for an initial three-year term (through June 30, 2028), with two optional, three-year extensions.
IntelAgree’s CLM solution provides a comprehensive, cloud-based platform that centralizes and standardizes
contract development, review, approval and execution processes. The platform integrates with existing City
systems including Laserfiche, the City’s document management repository, and Tyler Munis, the City’s
enterprise resource management system, and others. These integrations enhance workflow efficiency and
contract oversight.
Key features of the IntelAgree’s CLM solution include:
Automated alerts for key deliverables, renewal options, expiration dates, and financial thresholds;
Improved contract tracking and visibility across departments;
Proactively identifies high-risk clauses and ensures consistency in contract language;
Standardized templates and approval processes to reduce legal and compliance risks; and
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Integration with City enterprise systems to streamline operations and reporting.
IntelAgree’s proposal, presentation and system demonstration demonstrated that their CLM solution will
enhance contract oversight; reduce legal, financial and operational risk; ease administrative workload; and
align contract management practices across departments. As part of their proposal IntelAgree recommends
utilizing Elevate Services, Inc., (Elevate Services) a third-party consulting firm specializing in the
implementation and integration of the IntelAgree CLM solution.
IntelAgree recommends utilizing Elevate Services for implementation due to their proven expertise in
successfully building the IntelAgree CLM solution and its existing integration with Tyler Munis and
Laserfiche. To achieve cost savings and avoid the supervision fee markup associated with this work being
included in the IntelAgree agreement, staff recommends entering into a separate agreement between Elevate
Services and the City. Staff is requesting to waive the competitive process for the implementation piece of
this project in accordance with CVMC 2.56.110(H)(2) as impractical as the City’s interest are materially
better served by applying a different purchasing procedure.
The proposed agreement, inclusive of the terms and conditions, conforms with the City’s Privacy Protection
and Technology Transparency Policy.
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 City Councilmember, 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 will award agreements with IntelAgree for providing a Contract Lifecycle
Management platform in the amount of $150,000 for the first year and Elevate Services for implementation
and integration of the platform in the amount of $95,000 in one-time costs. Sufficient funds were budgeted
in the General Fund for fiscal year 2025-26 for this expenditure. There is no additional fiscal impact
anticipated as a result of this action.
ONGOING FISCAL IMPACT
The annual cost during the initial three-year term of the IntelAgree agreement is $150,000, to be funded by
the General Fund. Each optional three-year extension may include an increase of up to 9.3%. This
expenditure will be reviewed and considered as part of the annual budget development process in future
years.
ATTACHMENTS
1. IntelAgree Master Services Agreement
Staff Contact: Victor De La Cruz, Procurement Services Analyst
Tiffany Allen, Assistant City Manager
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Form Rev 2/18/2025
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN AGREEMENT FOR
CONTRACT LIFECYCLE MANAGEMENT PLATFORM
BETWEEN THE CITY AND INTELAGREE, LLC AND
WAIVING THE COMPETITIVE PROCESS AND APPROVING
AN AGREEMENT BETWEEN THE CITY AND ELEVATE
SERVICES, INC FOR IMPLEMETATION AND INTEGRATION
SERVICES OF THE INTELAGREE PLATFORM
WHEREAS, the City has identified a need for a modern Contract Lifecycle Management
platform; and
WHEREAS, a modern Contract Lifecycle Management platform will establish a secure,
standardized platform for initiating, reviewing, executing, and monitoring contracts, while
reducing risks, improving compliance, and supporting transparency; and
WHEREAS, in June of 2024 the City issued a request for proposals (RFP P25-2024),
seeking competitive proposals from qualified software as a service providers for a cloud-based
contract management platform; and
WHEREAS, the City received nine (9) proposals that were evaluated and ranked by the
City’s selection committee; and
WHEREAS, the top three ranked firms were invited to provide a demonstration and
interview with the City’s selection committee; and
WHEREAS, the City’s selection committee recommends entering into an agreement with
IntelAgree, LLC; and
WHEREAS, IntelAgree, LLC’s platform requires implementation and integration services;
and
WHEREAS, staff recommend waiving the competitive bid process for implementation and
integration services agreement pursuant to CVMC 2.56.110(H)(2) as impractical as the City’s
interest are materially better served by applying a different purchasing procedure.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it approves the Contract Lifecycle Management Agreement, between the City and IntelAgree,
LLC, 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 and authorizes and
directs the Mayor to execute the same.
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Resolution No.
Page 2
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
authorizes the City Manager or the Director of Finance/Treasurer to negotiate the Implementation
and Integration Agreement, between the City and Elevate Services, Inc, in the form approved by
the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and
authorizes and directs the City Manager to execute same.
Presented by Approved as to form by
Tiffany Allen Marco A. Verdugo
Assistant City Manager City Attorney
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Master Software as a Service Agreement
This Master Software as a Service Agreement (“Agreement”), dated as of 08/5/2025 (the
“Effective Date”) by and between IntelAgree, LLC, a Delaware limited liability company with a principal
place of business located at 100 E Madison St Suite 300, Tampa, FL 33602 (“IntelAgree”), and City of Chula
Vista, a chartered municipal corporation with a principal place of business located at 276 Fourth Avenue,
Chula Vista, CA 91910 (“Customer”); each a “Party” and, collectively, the “Parties”. All defined terms used
and not defined in the body of this Agreement shall have the meanings ascribed thereto in Appendix A,
which are incorporated herein by reference.
WHEREAS, IntelAgree makes available its proprietary contract life cycle management solution,
marketed and sold under the IntelAgree™ brand, available on a software-as-a-service basis and provides
certain related services; and
WHEREAS, Customer is electing to subscribe for access to, and use of, such systems, and to receive
certain of said services, in each case, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1. IntelAgree Grants.
1.1 Access and Use. IntelAgree hereby grants Customer and its Affiliates a non-exclusive, non-
transferable, non-sublicensable right (i) for its and its Affiliate’s, Authorized Users to access and
use the IntelAgree Systems and (ii) to receive the Services, in each case during the Term, and
solely for Customer’s Internal Business Purposes in accordance with the terms and conditions
herein. Customer is responsible for breaches of this Agreement caused by any Authorized Users.
1.2 Service and System Control. IntelAgree has and will retain sole control over the operation,
provision, maintenance, and management of the IntelAgree Systems, Services and IntelAgree
Materials; and Customer has and will retain sole control over the operation, maintenance, and
management of, and all access to and use of, the Customer Systems, and sole responsibility for
all access to and use of the IntelAgree Materials by any Person by or through the Customer
Systems or through or by Customer or any Authorized User.
2. Use Restrictions. Customer shall not, and shall not permit any other Person (including any
Authorized User) to, access or use the IntelAgree Systems or IntelAgree Materials except as expressly
permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party
license agreement. Without limiting the foregoing, except as otherwise expressly permitted
hereunder, Customer shall not, and shall not permit any Person or Authorized User to:
a) copy, modify, or create derivative works of the IntelAgree Systems, including without
limitation, the IntelAgree Software or other IntelAgree Materials;
b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make
available the IntelAgree Systems, including without limitation, the IntelAgree Software or
other IntelAgree Materials to any Person, including any time-sharing, service bureau,
software as a service, cloud, or other technology;
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c) except to the extent authorized by applicable law, reverse engineer, disassemble,
decompile, decode, adapt, or otherwise attempt to derive or gain access to the source
code of the IntelAgree Systems, including without limitation, the IntelAgree Software or
other IntelAgree Materials;
d) bypass or breach any security device or protection used by the IntelAgree Systems,
including without limitation, the IntelAgree Software or other or IntelAgree Materials or
access the IntelAgree Systems, other than by an Authorized User through his or her own
then-valid Access Credentials;
e) input, upload, transmit, or otherwise provide to or through the IntelAgree Systems, any
information or materials that are unlawful or injurious, or contain, transmit, or activate
any Harmful Code;
f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in
any manner, the IntelAgree Systems, or IntelAgree’s provision of the Services, in whole or
in part;
g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or
proprietary rights notices from the IntelAgree Systems, including without limitation, the
IntelAgree Software or other IntelAgree Materials;
h) access or use the IntelAgree Systems, including without limitation, the IntelAgree
Software or other IntelAgree Materials in any manner or for any purpose that knowingly
infringes, misappropriates, or otherwise knowingly violates any Intellectual Property
Right knowingly violates any or other right of any third party or that violates any
applicable law;
i) access or use the IntelAgree Systems, including without limitation, the IntelAgree
Software or other IntelAgree Materials for purposes of (i) competitive analysis, (ii) the
development, provision, or use of a competing software service or product;
j) access or use the IntelAgree Systems, including without limitation, the IntelAgree
Software or IntelAgree Materials in, or in association with, the design, construction,
maintenance, or operation of any hazardous environments, systems, or applications, any
safety response systems or other safety-critical applications, or any other use or
application in which the use or failure of the IntelAgree Systems or Services could lead to
personal injury or physical or property damage;
k) permit any third party to access, use or make available, or assist any third party in such,
the IntelAgree Systems, including without limitation, the IntelAgree Software or
IntelAgree Materials; or
l) otherwise access or use the IntelAgree Systems, including without limitation, the
IntelAgree Software or IntelAgree Materials beyond the scope of the authorization
granted under Section 1.
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3. Customer Obligations.
3.1 In consideration for the grants set forth in Section 1.1 and the provision by IntelAgree of
all applicable Services, Customer agrees to pay to IntelAgree the fees set forth in the applicable
Order Form (the “Fees”); the initial Order Form is attached hereto as Appendix B. All undisputed
Fees and pre-approved expenses shall be due and payable by wire transfer or ACH payment
within thirty (30) days from Customer’s receipt of the applicable invoice. Any dispute of an
amount due hereunder shall be made by Customer, in each case, in good faith and within thirty
(30) days of receipt of the applicable invoice.
3.2 Customer shall be solely responsible for any other charges or expenses Customer may
incur to access the IntelAgree Systems, including without limitation, telephone and equipment
charges, and fees charged to Customer by third party vendors of products and services. Fees
and expenses not paid to IntelAgree when due shall be subject to interest thereon, at the rate
of one percent (1%) per month, or the highest amount permitted by law, whichever is lower,
from the date payment was due until such amount, together with interest thereon, is paid in
full.
3.3 If Customer fails to pay Fees and other expenses due hereunder within thirty (30) days
following the due date thereof, IntelAgree may give written notice of such failure to Customer
and if such amounts are not paid within ten (10) days after Customer’s receipt of such notice,
IntelAgree may suspend the IntelAgree Support Services.
3.4 All Fees, expenses or other consideration paid to IntelAgree by Customer shall be
exclusive of all taxes. Customer shall be responsible for any and all taxes that may be imposed
or that IntelAgree may be required to collect or pay (excluding taxes based on income such as
unrelated business taxable income, corporate income tax or similar taxes) upon the sale or
delivery of items and services provided by IntelAgree to Customer. In the event that Customer
is entitled to an exemption from sales tax, and presents appropriate certification of the
exemption to IntelAgree, then IntelAgree will not add relevant taxes to the fees billed.
3.5 Customer shall at all times during the Term: (a) set up, maintain, and operate and
maintain in good repair and in accordance with the Customer Systems documentation, all
Customer Systems on or through which the IntelAgree Systems are accessed or used; (b) provide
all cooperation and assistance as IntelAgree may reasonably request to enable IntelAgree to
exercise its rights and perform its obligations under and in connection with this Agreement; and
(c) comply, and cause Authorized Users to comply, with this Agreement, including each Order
Form, all applicable laws, regulations, and rules, and complete all required undertakings, with
respect to the use, collection, storage and protection of all Customer Data.
4 Support and Service Levels. During the Term, IntelAgree shall provide to Customer its standard
customer support services, including its service level commitments, as set forth in Appendix C (the
“IntelAgree Support Services”) located here: https://www.intelagree.com/appendix-c-intelagree-
support-services/.
5 Data Backup. IntelAgree agrees that, during the Term, it shall back up Customer Data in accordance
with its then-current policy, which shall, in no event, be less stringent than the terms provided on
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Appendix D located here: https://www.intelagree.com/appendix-d-intelagree-customer-data-
backup-procedures/.
6 Security.
6.1 Data Security and Privacy. IntelAgree shall implement and maintain reasonable
administrative, physical, technical and organizational safeguards to protect the confidentiality,
availability and integrity of all Customer Data in accordance with the terms of its Security Policy,
which may be amended by IntelAgree from time to time in its sole discretion; provided that any
such changes shall not materially reduce the administrative, physical, technical and organizational
safeguards applicable to Customer Data and if applicable, the safeguards set forth in a Data
Protection Agreement signed by the Parties. Further, IntelAgree agrees that it shall collect and
use all Personal Information of the Customer (if any) in accordance with the Privacy Policy, which
Customer acknowledges it has read and understands, and if applicable, the Data Protection
Agreement (“DPA”) located here: https://www.intelagree.com/data-protection-agreement/.
IntelAgree shall at all times maintain SOC II Type II or equivalent compliance.
6.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for:
(a) all Customer Data until such time as the Customer Data is received by IntelAgree; (b) all
information, instructions, and materials provided to IntelAgree by or on behalf of Customer or
any Authorized User in connection with the IntelAgree Systems or the Services; (c) Customer
Systems; (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and
(e) all access to and use of the IntelAgree Systems, the Services and IntelAgree Materials by or
through the Customer Systems or its or its Authorized Users’ Access Credentials. In connection
with the foregoing, in the event that Customer discovers any unauthorized access to, or use of,
any Access Credentials or the IntelAgree Systems or Customer Data, including through any Access
Credentials, Customer shall without undue delay, notify IntelAgree at devops@intelagree.com.
7 Implementation Services. The Parties agree that the terms of this Section 7 shall govern the
Implementation Services provided by IntelAgree to Customer pursuant to all Order Forms.
(a) Responsibilities of IntelAgree. IntelAgree agrees to perform, in accordance with the terms
and conditions of this Agreement, the Implementation Services and if applicable the Order
Form and or the applicable Statement of Work, which Customer may reasonably request from
time to time and are agreed in writing by both Parties. The Implementation Services shall
include the provision by IntelAgree of all personnel, equipment, facilities and supplies
necessary to perform such Implementation Services. All Implementation Service will be
performed by appropriately trained and qualified personnel using reasonable skill and
diligence. Customer's sole remedy and IntelAgree's exclusive obligation in the event of a
breach of the foregoing warranty shall be for IntelAgree to re-perform the nonconforming
work; provided, that, IntelAgree shall have received written notice of the Implementation
Services that Customer claims does not conform to the foregoing warranty within five (5) days
of the date on which such Implementations Services were completed. Implementation
Services will be considered complete with five (5) days of notice by IntelAgree of such
completion unless Customer provides written notice of non-conformity(ies). EXCEPT AS SET
FORTH IN THIS SECTION 7, INTELAGREE DOES NOT MAKE ANY GUARANTY, WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY AS TO QUALITY, ACCURACY, COMPLETENESS, TITLE, NON-INFRINGEMENT,
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PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE) WITH
RESPECT TO THE IMPLEMENTATION SERVICES.
(b) Responsibilities of Customer. Customer agrees to reasonably cooperate with IntelAgree to
the extent necessary for IntelAgree to timely perform the Implementation Services. Such
cooperation shall include, but not be limited to, the items set forth on the applicable Order
Form or Statement of Work. Customer shall also provide IntelAgree with access to Customer's
personnel during normal business hours.
(c) Intellectual Property Rights.
i. IntelAgree shall at all times be considered the owner of all IntelAgree Confidential
Information including but not limited to software methodologies, development tools,
software programs, routines, user-interface conventions, document templates, workflow
models, pricing models, staffing models and content which IntelAgree developed or used
prior to, or in the performance of the Implementation Services, including all IntelAgree
Materials (“IntelAgree Background Materials”), and shall retain all patent, copyright,
trademark, trade secret and other Intellectual Property Rights therein. In consideration
of, and effective upon, IntelAgree’s receipt of all payments required by the applicable
Order Form, IntelAgree hereby grants Customer a non-exclusive, non-transferable
license, without the right to sublicense, to use, copy, operate and process the IntelAgree
Background Materials solely for its Internal Business Purposes for the Term of the
applicable Order Form(s). Customer agrees that IntelAgree Background Materials
represent Confidential Information of IntelAgree.
ii. IntelAgree shall be free to use for any purpose the Residuals resulting from its work on
the Implementation Services. The term “Residuals” means information in intangible
form, which may be retained by persons working on the Implementation Services,
including ideas, concepts, know-how, techniques, inventions, discoveries, improvements,
and other information relating generally to software system design or development and
which do not contain any Confidential Information of Customer.
(d) Extensions. In the event IntelAgree is delayed by any act or omission of the Customer
(including but not limited to the failure of Customer to complete any task set forth on an
Order Form or Statement of Work), then for each day of extension caused by such delay,
IntelAgree shall be entitled to a one-day extension of the time for IntelAgree’s performance.
8 Confidentiality. Both Parties agree that all items of Confidential Information are proprietary to the
Party and will remain the sole property of the disclosing Party. Each Party agrees as follows: (a) to use
Confidential Information disclosed by the other Party only for the purposes described in this
Agreement; (b) that such Party will hold in confidence and protect such Confidential Information from
dissemination to, and use by, any third party; (c) to restrict access to the Confidential Information
disclosed by the other Party to such of its personnel, agents, and/or consultants, who have a need to
have access and who have agreed in writing to treat such Confidential Information in accordance with
the terms of this Agreement; and (d) to the extent practicable, return or destroy, all Confidential
Information of the other Party. The Parties agree that breach of this Section 8 would cause disclosing
Party irreparable injury, for which monetary damages would not provide adequate compensation,
and that in addition to any other remedy, the disclosing Party will be entitled to seek injunctive relief
against such breach or threatened breach, without proving actual damage or posting a bond or other
security. Notwithstanding anything else in this Agreement, IntelAgree understands and acknowledges
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that Customer is a California public agency subject to certain public disclosure laws, including the
California Public Records Act. The parties agree that Customer’s disclosure of documents as required
by such laws is in Customer’s sole discretion and does not constitute a breach of this Agreement.
9 Intellectual Property Rights.
9.1 Reservation of Rights. Except as expressly granted herein, nothing in this
Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or
relating to, the IntelAgree Systems, the Services, IntelAgree Materials, or Third-Party
Materials. All right, title, and interest in and to the IntelAgree Systems, the Services, the
IntelAgree Materials, and the Third-Party Materials are and will remain with IntelAgree
and the respective rights holders in the Third-Party Materials.
9.2 Third-Party Materials; Feedback.
9.2.1 Third-Party Materials are subject to their own terms and conditions, however,
IntelAgree remains responsible for all of its obligations under this Agreement and for any
breach of this Agreement by any subprocessor.
9.2.2 If Customer or any of its employees or contractors provides or transmits any
suggestions, feedback, communications or materials to IntelAgree by mail, email,
telephone, or otherwise, suggesting or recommending changes to the IntelAgree
Materials, IntelAgree System, Services or Documentation, including without limitation,
new features or functionality relating thereto, or any comments, questions, suggestions,
or the like (“Feedback”), IntelAgree is free to use such Feedback irrespective of any other
obligation or limitation between the Parties governing such Feedback. Customer hereby
assigns to IntelAgree, and on behalf of Customer and its employees, contractors and/or
agents, all right, title, and interest in, and IntelAgree is free to use, without any attribution
or compensation to any Party, any ideas, know-how, concepts, techniques, or other
Intellectual Property Rights contained in the Feedback, although IntelAgree is not
required to use any Feedback.
9.3 Customer Data and Resultant Data.
9.3.1 Customer hereby grants to IntelAgree a non-exclusive, royalty-free,
sublicensable, worldwide license to reproduce, distribute, and otherwise use and display
the Customer Data and perform all acts with respect to the Customer Data as may be
necessary for IntelAgree (i) to provide the IntelAgree Systems and the Services in
accordance with the terms of this Agreement and (ii) for its internal purposes in order to
improve and optimize the performance of the IntelAgree Systems.
9.3.2 Additionally, IntelAgree may analyze Customer’s use of the IntelAgree Systems
and the Services and collect and compile Resultant Data. Upon creation, IntelAgree shall
be deemed to own all right, title, and interest in and to all Resultant Data, and all
Intellectual Property Rights therein. Customer agrees that IntelAgree may use Resultant
Data to the extent and in the manner permitted under applicable law.
10 Representations and Warranties.
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10.1 Mutual Representations and Warranties. Each Party represents and warrants to
the other Party that: (a) it is duly organized, validly existing, and in good standing as a
corporation or other entity under the laws of the jurisdiction of its incorporation or other
organization; (b) it has the full corporate power and authority to enter into and perform
its obligations and grant the rights, licenses, consents, and authorizations it grants or is
required to grant under this Agreement; and (c) this Agreement is a legal, valid, and
binding obligation of such Party, enforceable against such Party in accordance with its
terms and does not conflict with or violate any other agreement to which it is bound.
Further, each Party shall comply with all applicable law in connection with performance
of its respective obligations hereunder.
10.2 IntelAgree Systems Limited Warranty. IntelAgree represents and warrants that
the IntelAgree Systems will perform in substantial conformance with the Documentation,
except for de minimis non-conformities that do not interfere with the day-to-day
operation of the IntelAgree Systems. Customer acknowledges and agrees that, as with
any data-driven software, certain defects or issues that may manifest themselves in the
IntelAgree Systems are, in fact, due to defective, corrupted, or bad quality Customer Data.
The aforementioned warranty is only valid to the extent that the Customer Data is free
from defects or issues. If there is a breach of the warranty in this Section 10.2, IntelAgree
shall, at its election, within thirty (30) days from the date Customer notifies IntelAgree in
writing of the defect or non-conformance in the IntelAgree Systems (i) correct the defect
or nonconformance in the IntelAgree Systems so that it operates in conformance with
such warranty; (ii) replace any defective or non-conforming component of the IntelAgree
Systems so that is free of defects or performs in conformance with such warranty; or (iii)
in the event that IntelAgree reasonably determines that neither of the foregoing is
practicable, terminate this Agreement and refund all pre-paid and unearned Fees
Customer has paid to IntelAgree as of the effective date of termination. The foregoing are
Customer’s sole remedies and IntelAgree’s exclusive obligations in connection any defect
in, or non-conformance of, the IntelAgree Systems during the Term. IntelAgree reserves
the right, in its sole discretion, to make any changes to the IntelAgree Systems that it
deems necessary or useful; provided, that any such changes will not materially degrade
or reduce the functionality or performance of the IntelAgree Systems.
10.3 Warranty Exclusions. The IntelAgree warranties in this Section 10 will not apply
if; a) the IntelAgree Software Service is not used in accordance with this Agreement or
the Documentation, b) any non-conformity is caused by Customer, or by any product or
service not provided by IntelAgree, or c) the IntelAgree Software or Implementation
Services were provided for no fee.
10.4 Additional Customer Representations, Warranties, and Covenants. Customer
represents, warrants, and covenants to IntelAgree that Customer owns or otherwise has
and will have the necessary rights and consents in and relating to the Customer Data so
that, as received by IntelAgree and Processed in accordance with this Agreement, such
Customer Data does not and will not infringe, misappropriate, or otherwise violate any
Intellectual Property Rights or other rights of any third Party or violate any applicable law.
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10.5 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL
SERVICES, INTELAGREE MATERIALS, AND THIRD-PARTY MATERIALS ARE PROVIDED “AS
IS.” INTELAGREE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR
TRADE PRACTICE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, INTELAGREE MAKES NO
WARRANTY OF ANY KIND THAT THE SERVICES OR INTELAGREE MATERIALS, OR ANY
PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S REQUIREMENTS,
OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE
OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE,
ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
11 Indemnification.
11.1 IntelAgree Indemnification. IntelAgree shall indemnify, defend and hold harmless
Customer and its officers, directors, employees, agents, successors, and assigns (each, a
“Customer Indemnitee”) from and against any Losses incurred by such Customer
Indemnitee arising out of any Action by a third party claim that the IntelAgree Systems
infringes upon or violates the Intellectual Property Rights of such third party. In the event
that the IntelAgree Systems become, or in IntelAgree’s opinion are likely to become, the
subject of a claim of Intellectual Property Right infringement or violation, IntelAgree may,
at its option and expense, either: (A) procure for Customer the right to continue using
the IntelAgree Systems, (B) replace or modify the IntelAgree Systems so that it becomes
non-infringing without loss of material functionality; or in the event that IntelAgree
determines that neither of the foregoing is reasonably practicable, (C) terminate this
Agreement and grant to Customer a pro-rata refund of any unearned prepaid fees.
Notwithstanding anything herein to the contrary, IntelAgree shall have no obligation or
liability to Customer under this Section 11.1 to the extent any otherwise covered Action
is based upon: (1) use of the IntelAgree Systems by Customer in a manner other than that
for which it was furnished by IntelAgree; (2) use of the IntelAgree Systems if it has been
modified by or for Customer (other than by IntelAgree or its agents or with IntelAgree’s
prior written approval) in such a way as to cause it to become infringing; (3) use of the
IntelAgree Systems by Customer in conjunction with systems, products or components
not furnished by IntelAgree; or (4) use of the IntelAgree Systems for no fee. The
provisions of this Section 11.1 set forth IntelAgree’s exclusive liability, and Customer’s
sole remedy for infringement or other violation of the Intellectual Property Rights of any
third party.
11.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless
IntelAgree and its affiliates, and each of its and their respective officers, directors,
employees, agents, successors and assigns (each, a “IntelAgree Indemnitee”) from and
against any Losses incurred by such IntelAgree Indemnitee arising out of any Action by a
third party claim: (a) that any Customer Data violates or infringes on the rights of any third
party, (b) that is related to Customer Data, or (c) related to any materials or information
provided by or on behalf of Customer or any Authorized User, including IntelAgree’s
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compliance with any specifications or directions provided by or on behalf of Customer or
any Authorized User.
11.3 Indemnification Procedure. Each Party’s indemnification obligations are
conditioned on the indemnified Party (a) promptly giving written notice of the claim to
the indemnifying Party (except that any delay in providing of such notice shall only relieve
the indemnifying Party of its obligations hereunder to the extent that it is prejudiced
thereby); (b) giving the indemnifying Party sole control of the defense and settlement of
the claim, except that the indemnifying Party may not settle any claims unless it
unconditionally releases the indemnified Party of all liability; and (c) providing necessary
information and reasonable assistance in connection with the claim, at indemnifying
Party’s request and expense.
11.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall
be brought arising out of this Agreement against Customer unless a claim has first been
presented in writing and filed with the City of Chula Vista and acted upon by the 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 the Customer in the implementation of same, are incorporated
herein by this reference. Upon request by Customer, IntelAgree shall meet and confer in
good faith with Customer for the purpose of resolving any dispute over the terms of this
Agreement.
12 Limitations of Liability.
12.1 EXCLUSION OF DAMAGES. EXCEPT FOR (A) A PARTY’S BREACH OF ITS
OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION PURSUANT TO SECTION
8 OR (B) CUSTOMER’S MISAPPROPRIATION OF INTELAGREE INTELLECTUAL PROPERTY, IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY: (a) LOSS OF PRODUCTION, USE,
BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY
TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d)
COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION;
OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE APPLICABLE PARTY WAS ADVISED
OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.2 CAPS ON MONETARY LIABILITY.
12.2.1 SUBJECT TO SECTION 12.2.2, EXCEPT FOR (A) A PARTY’S BREACH OF ITS
OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION PURSUANT TO SECTION
8, (B) CUSTOMER’S MISAPPROPRIATION OF INTELAGREE INTELLECTUAL PROPERTY, OR (C)
EACH PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11 ABOVE, IN NO
EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED
TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO INTELAGREE
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UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO THE CLAIM.
12.2.2 NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR IN THE DATA
PROTECTION AGREEMENT BY AND BETWEEN THE PARTIES (THE “DPA”) TO THE
CONTRARY, INTELAGREE’S AGGREGATE LIABILITY FOR ITS BREACH OF THIS AGREEMENT
OR THE DPA RESULTING IN A PERSONAL DATA BREACH (AS DEFINED IN THE DPA OR BAA)
CAUSED SOLELY BY INTELAGREE'S FAILURE TO COMPLY WITH ITS SECURITY OBLIGATIONS
IN THIS AGREEMENT, THE DPA, OR THE BAA RESULTING IN THE UNAUTHORIZED ACCESS
TO OR ACQUISITION OF REGULATED DATA SHALL NOT EXCEED THE GREATER OF: (I) TWO
(2) TIMES THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO INTELAGREE UNDER
THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED THOUSAND DOLLARS
($100,000). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.
12.3 IntelAgree Reimbursement of Certain Personal Data Breaches. In the event that
any unauthorized access to or acquisition of Regulated Data is caused by IntelAgree’s
breach its obligations under this Agreement or the DPA, IntelAgree shall pay the
reasonable and documented costs incurred by Customer in connection with the following
items: (a) providing notification of the breach to applicable government agencies, to the
media and to individuals whose Regulated Data was included in the Personal Data Breach,
(b) if and to the extent required by applicable law, providing credit monitoring service to
individuals whose Regulated Data was included in the Personal Data Breach for such
individuals who elected such credit monitoring service, and (c) if and to the extent
required by applicable law, for a period required by applicable law, operating a call center
to respond to questions from individuals regarding the Personal Data Breach.
NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THE AGREEMENT TO THE
CONTRARY, INTELAGREE SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF
REMEDIATION TO THE EXTENT THEY ARE DUE TO MISCONDUCT, NEGLIGENCE, WILLFUL
MISCONDUCT AND/OR FRAUD BY CUSTOMER OR ITS EMPLOYEES, AGENTS OR
CONTRACTORS.
13 Term, Termination and Suspension.
13.1 Term. The initial term of this Agreement commences on the Effective Date and,
unless terminated earlier as permitted herein, will continue in effect until thirty-six (36)
months from the Start Date on the applicable Order Form (the “Initial Term”) and will
automatically renew for additional successive thirty-six (36) months terms unless earlier
terminated pursuant to this Section 13 or either Party gives the other Party written notice
of non-renewal at least thirty (30) days prior to the expiration of the then-current term
(each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).
Notwithstanding the foregoing, if upon such expiration, there are any Order Forms then
outstanding, the expiration date and the Term of this Agreement will be extended for the
period of time necessary to complete the Services provided under such Order Form.
IntelAgree may increase fees at the beginning of each Renewal Term. This increase will
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not exceed 9.3% (“Renewal Price Cap”) for like and comparable services and scope. Not
raising fees is not a waiver of IntelAgree’s right to do so. If the Renewal Term is less than
the Initial Term, then the applicable Annual IntelAgree Systems Subscription Fee for the
Renewal Term will be the List Price provided in the Recurring Fees table of the Initial Order
Form (Section 1 of Appendix B) subject to any Renewal Price Cap if applicable.
13.2 Termination. In addition to any other express termination right set forth
elsewhere in this Agreement: (a) IntelAgree may terminate this Agreement or any Order
Form, effective on written notice to Customer if Customer fails to pay any amount when
due, and such failure continues more than ten (10) days after IntelAgree’s delivery of
written notice thereof; and (b) either Party may terminate this Agreement or any
applicable Order Form with prior written notice if the other Party materially breaches this
Agreement or an Order Form, and such breach remains uncured thirty (30) days after the
non-breaching Party provides the breaching Party with written notice of such breach.
13.3 Suspension of Services. IntelAgree may suspend Customer’s, any Authorized
User’s, or any other Person’s access to the IntelAgree Systems and IntelAgree Support
Services without any liability, solely if: (a) IntelAgree receives any governmental request
or order directing IntelAgree to do so; or (b) IntelAgree reasonably believes, in its sole
discretion, that: (i) there has been fraud, deception, any non-compliance with applicable
law, this Agreement or the Documentation; (ii) IntelAgree’s provision of the IntelAgree
Systems or Services to Customer or any Authorized User is prohibited by applicable law;
or (iii) any failure by Customer to pay amounts due to IntelAgree. This Section shall not
limit any of IntelAgree’s other rights or remedies, whether at law, in equity, or under this
Agreement. IntelAgree will have no liability for any damage, liabilities, or losses that
Customer or any Authorized User may incur as a result of IntelAgree’s suspension of
access to our use of the IntelAgree Systems or Services pursuant to this Section 13.3.
13.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement,
except as expressly otherwise provided in this Agreement:
13.4.1 IntelAgree shall, upon receipt of written request within thirty (30) days of terminatio n,
provide Customer access to a copy of all contracts, for all versions stored in the IntelAgree
Systems, for both .pdf and .docx, via Citrix Sharefile or then applicable method, along with an
excel spreadsheet of all database level attributes (the “Returned Materials”), , and within
thirty (30) days of termination or expiration, or at Customer’s request, destroy, all documents
containing Customer Data or Customer’s Confidential Information; and confirm to Customer
in a signed written instrument that it has complied with the requirements of this Section
13.4.1. If applicable, IntelAgree will overnight the Returned Materials to the following
address/contact person:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Attn: Victor De La Cruz
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13.4.2 all rights and licenses granted by IntelAgree will immediately terminate and Customer and
Authorized Users shall cease all use of any Services or IntelAgree Materials and promptly
return to IntelAgree or, at IntelAgree’s written request, destroy all documents containing or
based on any IntelAgree Materials or IntelAgree’s Confidential Information, and permanently
erase all IntelAgree Materials and IntelAgree’s Confidential Information from all systems
Customer directly or indirectly controls; and certify to IntelAgree in a signed written
instrument that it has complied with the requirements of this Section 13.4.2;
13.4.3 notwithstanding anything to the contrary in this Agreement, with respect to information
and materials then in its possession or control: IntelAgree may retain such information and
materials (including Customer Data) (i) so long as there are any amounts due from Customer
hereunder and solely to the extent and for so long as allowed under applicable law, (ii) as
permitted by applicable law, and (iii) in its backups, archives, and disaster recovery systems
until such information or materials are deleted in the ordinary course; provided that, all
information and materials described in this Section 13.4.3 will remain subject to all
confidentiality, security, and other applicable requirements of this Agreement;
13.4.4 if Customer terminates this Agreement pursuant to Section 13.2(b), Customer will be
relieved of any obligation to pay any Fees attributable to the period after the effective date
of such termination and IntelAgree will refund to Customer any Fees paid in advance for the
IntelAgree Systems or Services that IntelAgree has not performed as of the effective date of
termination; and
13.4.5 if IntelAgree terminates this Agreement pursuant to Section 13.2, all Fees that would have
become payable had the Agreement remained in effect until expiration of the Term will
become immediately due and payable, and Customer shall pay such Fees, together with any
other amounts due to IntelAgree.
13.5 Surviving Terms. The following sections will survive any expiration or termination of this
Agreement: Sections 2, 3, 7, 8, 9.3.2, 10, 11, 12, 13 and 14.
14 Miscellaneous.
14.1 Insurance. During the term of this Agreement, IntelAgree will maintain, at its sole
expense, the following insurance and minimum limits: (i) commercial general liability insurance
limits of US$1,000,000 per occurrence for personal injury and/or property damage (including
Automobile Liability); (ii) Employers Liability insurance with minimum limits of US$1,000,000 per
occurrence; and (iii) statutory limits for any claims under any applicable workers compensation
laws or other similar laws or regulations that are applicable to acts of IntelAgree and/or its agents,
employees, or subcontractors under this Agreement. IntelAgree will maintain professional liability,
errors, and/or omissions liability insurance coverage for such liability with policy limits of not less
than US$1,000,000, claims made. IntelAgree shall also maintain a coverage for cyber liability with
policy limits of not less than $5,000,000 claims made. Upon Customer’s request, IntelAgree shall
provide Customer with a certificate of insurance evidencing such insurance coverages. Insurance
provisions under this section shall not be construed to limit IntelAgree’s obligations under this
Agreement, including indemnity.
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14.2 Relationship of the Parties. The relationship between the Parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship
between the Parties, and neither Party shall have authority to contract for or bind the other Party
in any manner whatsoever.
14.3 Export Regulation; U.S. Government Rights. The Service and any of its derivatives may be
subject to export laws and regulations of the United States and other jurisdictions. The Parties
each represent that it is not named on any U.S. government denied-party list. You will not permit
any Authorized User to use the Services or IntelAgree Materials in a U.S.-embargoed country or
region or in violation of any U.S. export law or regulation.
14.4 Entire Agreement; Amendment; Waiver. This Agreement, including all Appendices and
Exhibits, and any confidentiality or ancillary agreement incorporated herein by reference that has
been executed by the Parties, contains the entire understanding of the Parties with respect to the
subject matter hereof, and supersedes all prior and contemporaneous written or oral
understandings, agreements, representations, and warranties with respect to such subject
matter. No amendment to or modification of or rescission, termination, or discharge of this
Agreement is effective unless it is in writing and signed by each Party. No failure or delay by either
Party in exercising any right under this Agreement will constitute a waiver of that right.
14.5 Assignment. Neither Party shall assign or otherwise transfer any of its rights, or delegate
or otherwise transfer any of its obligations or performance under this Agreement: provided, that
either Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer
any of its obligations or performance under this Agreement, in each case, in connection with a
sale of all or substantially all of the assets of the business to which this Agreement relates, or in
connection with a sale of the applicable Party, whether by change of control, merger or otherwise,
without the other Party’s prior written consent and solely upon reasonable notice of such
assignment or transfer. No such assignment, delegation, or transfer will relieve the applicable
Party of any of its obligations or performance under this Agreement. Any purported assignment,
delegation, or transfer in violation of this Section is void. This Agreement is binding upon and
inures to the benefit of the Parties hereto and their respective successors and permitted assigns.
14.6 Force Majeure. In no event shall IntelAgree be liable to Customer for any failure or delay
in performing its obligations herein, if and to the extent such failure or delay is caused by any
circumstances beyond IntelAgree’s reasonable control (a “Force Majeure Event”).
14.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy
of any nature whatsoever under or by reason of this Agreement.
14.8 Severability. The invalidity, illegality, or unenforceability of any provision herein does not
affect any other provision herein or the validity, legality, or enforceability of such provision in any
other jurisdiction.
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14.9 Governing Law; Submission to Jurisdiction. This Agreement will be governed solely by the
law of the State of Florida without regard to its conflicts of law principles. The Parties consent to
the personal and exclusive jurisdiction of the federal and state courts of Tampa, Florida.
14.10 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14.11 Equitable Relief. In the event of a breach or threatened breach of (i) the license granted
to Customer or prohibited uses of the IntelAgree Systems or Services or (ii) either Party’s
confidentiality obligations, the applicable Party will be entitled to seek equitable relief, without
any requirement to post a bond or other security, or to prove actual damages or that monetary
damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all
other remedies that may be available at law, in equity.
14.12 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative
proceeding is instituted or commenced by either Party against the other Party arising out of or
related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees
and court costs from the non-prevailing Party.
IN WITNESS WHEREOF, each Party, by its duly authorized representative, has executed and
delivered this Agreement as of the Effective Date.
IntelAgree, LLC Customer: City of Chula Vista
BY: ____________________________
BY: ____________________________
NAME: _________________________
NAME: _________________________
TITLE: __________________________ TITLE: __________________________
DATE: ________________ ___, 202_
DATE: _______________ __, 202_
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Appendix A
Definitions.
“Access Credentials” means any username, identification number, password, license or security key,
security token, PIN, or other security code, method, technology, or device used, alone or in combination,
to verify an individual’s identity and authorization to access and use the IntelAgree Systems.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
“Affiliate” means any legal entity in which Customer or IntelAgree, directly or indirectly, holds more than
50% of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that
interest is maintained.
“Authorized User” means only those of Customer’s or its Affiliates’ employees, consultants, contractors,
and agents who are authorized by Customer to access and use the IntelAgree Systems and use the Services
under the rights granted to Customer pursuant to this Agreement.
Authorized User Types
“Super/Power User” means an administrator who can manage users, permissions, set up and edit
workflows, manage clause and template library. In addition, Super Users can create custom contracts
using template and clause library, redline contracts and negotiate with counterparties, participate in
contract workflows, create and run reports, upload and download documents, initiate contract workflow,
search contracts, and documents, view signed contracts and reports, request and view the status of a
contract, and approve and sign contracts.
“Business User” means a user who can participate in contract workflows, create and run reports, upload
and download documents, initiate contract workflow, search contracts and documents, view signed
contracts and reports, request and view the status of a contract, and approve and sign contracts.
“Request User” means a user who can initiate contract request workflows, search contracts and
documents, view signed contracts and reports and view the status of a contract.
“Read Only User” means a user who can search contracts and documents, view signed contracts and
reports and view the status of a contract.
“Confidential Information” means information disclosed by one of the Parties to the other in a tangible
form and marked “Confidential” or with words of similar import, or under circumstances by which
recipient should reasonably understand such information is to be treated as confidential, whether or not
marked “Confidential” or otherwise, including without limitation (a) Customer Data; and (b) any
technology incorporated into or used by the Services or IntelAgree Materials. Notwithstanding the
foregoing, Confidential Information does not include information that: (i) is in recipient’s possession at
the time of disclosure; (ii) is independently developed by recipient without use of, reliance on or reference
to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result
of recipient’s improper action or inaction; or (iv) is approved for release in writing by the disclosing Party
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or; (v) is required to be disclosed to a governmental agency or other third party under operation of law,
regulation, or court order, provided that the receiving Party (to the extent legally permitted) promptly
notifies the disclosing Party in writing of any such disclosure obligation promptly upon its receipt, and in
any event prior to making any disclosure pursuant thereto, and provides such assistance, at the disclosing
Party’s expense, in seeking a protective order or other appropriate relief as the disclosing Party may
reasonably request.
“Customer Data” means information, data, and other content, in any form or medium, that is collected,
downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or
through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any
other information reflecting the access to, or use of, the Services by or on behalf of Customer or any
Authorized User.
“Customer Systems” means any information technology infrastructure, computers, software, databases,
electronic systems, and networks, whether operated by Customer directly or through the use of third-
party services.
“Documentation” means any manuals, instructions, or other documents or materials that IntelAgree
provides or makes generally available to Customers in any form or medium and which describe the
functionality, components, features, specifications or requirements of the Services or IntelAgree
Materials, including any aspect of the installation, configuration, integration, operation, use, support, or
maintenance thereof.
“GenAI Features” are also referred to as Saige Assist, and mean the IntelAgree Software described on the
applicable Order Form and subject to the terms and conditions set forth in Appendix E the “IntelAgree
Saige Assist Features Terms and Conditions” located here: https://www.intelagree.com/appendix-e-
intelagree-saige-assist-features-terms-and-conditions.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any
virus, worm, malware, or other malicious computer code. Harmful Code does not include any IntelAgree
Disabling Device.
“Implementation Services” means the implementation, analysis, connection, development or other
services for which Customer and IntelAgree either (i) have contracted as of the Effective Date (including
the initial Implementation Services pursuant to the initial Order Form or (ii) may contract pursuant to a
future Order Form.
“IntelAgree Disabling Device” means any software, hardware, or other technology, device, or means used
by IntelAgree or its designee to disable Customer’s or any Authorized User’s access to or use of the
Services automatically with the passage of time or under the positive control of IntelAgree or its designee.
“IntelAgree Materials” means the IntelAgree Systems, IntelAgree Software, Documentation and other
information, data, documents, materials, works, and other content, devices, methods, processes,
hardware, software, and other technologies and inventions, including any deliverables, technical or
functional descriptions, requirements, plans, or reports, that are provided or used by IntelAgree in
connection with the provision of the IntelAgree Systems and performance of the Services, or otherwise
comprise or relate to the IntelAgree Systems or Services. IntelAgree Materials includes Resultant Data and
any information derived from IntelAgree’s monitoring of Customer’s access to or use of the IntelAgree
Systems but does not include any Customer Data.
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“IntelAgree Software” means IntelAgree’s proprietary contract life cycle management solution, as
described in the Documentation, together with all Third-Party Materials.
“IntelAgree Systems” means the information technology infrastructure used by or on behalf of IntelAgree
to provide Customer access to the IntelAgree Software, including all computers, software, hardware,
databases, electronic systems, and networks, whether operated directly by IntelAgree or through the use
of third-party service providers.
“Intellectual Property Rights” means any registered and unregistered rights, now or hereafter in
existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property
rights laws, and all similar forms of rights or protection, in any part of the world.
“Internal Business Purposes” means to allow Authorized Users to access and use the IntelAgree Systems
for purposes of managing the Customer’s contract lifecycle, including but not limited to storing,
processing, analyzing and executing its contracts.
“Losses” means losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards,
costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any
right to indemnification hereunder.
“Order Form” means the document, in the form of Appendix B attached hereto, that is the template for
all Services to be ordered by Customer.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association, or other entity.
“Personal Information” means Customer Data that: (i) directly or indirectly identifies an individual; or (ii)
can be used to authenticate an individual. Customer’s business contact information is not by itself
Personal Information.
“Privacy Policy” means IntelAgree’s Privacy Policy available at: https://www.intelagree.com/privacy-
policy.
“Process” means, with respect to the IntelAgree Systems, any operation or set of operations which is
performed on Personal Information or on sets of Personal Information, whether or not by automated
means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or
combination, restriction, erasure or destruction.
“Regulated Data” means any of the following Customer Data that is Processed on the IntelAgree Systems:
(i) Personal Data as defined pursuant to the General Data Protection Regulation (EU) 2016/679, and (ii)
Personally Identifiable Information or Personal Data (as defined under applicable state data breach
notification laws).
“Resultant Data” means Customer Data that is aggregated and de-identified by or on behalf of IntelAgree
in such a manner so as to not identify Customer or Customer’s Confidential Information.
“Security Policy” means IntelAgree’s Security Policy available at: https://www.intelagree.com/security-
policy.
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“Services” means the IntelAgree Support Services, Implementation Services and any other services
described in an Order Form or as otherwise agreed in writing by the Parties.
“Start Date” means the date on the applicable Order Form on which IntelAgree will begin billing the
Customer.
“Third-Party Materials” means materials and information, in any form or medium, including any open-
source or other software, documents, data, content, specifications, products, equipment, or components
of or relating to the IntelAgree Systems that are not proprietary to IntelAgree and that are licensed directly
to Customer.
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Appendix B
Initial Order Form
Billing – Annual Recurring Fees will be billed according to the frequency outlined below
beginning 09/30/2025 the “Start Date.” Professional Services fees will be billed according
to the frequency outlined below beginning upon the Start Date. All invoices will be
addressed to the following. All such fees will be due according to the terms of Section 3.1
of the Agreement.
Billing Contact: Victor De La Cruz
Billing Email Address: vdelacruz@chulavista.gov
Billing Mailing Address: 276 Fourth Avenue
1. Recurring Fees.
IntelAgree Systems
Subscription
Billing Frequency Customer’s
No. of Users
Rate Per
User
Total Fee
Annual IntelAgree
Systems Subscription
Fee – List Price
Annual List Price Annual
IntelAgree
Systems
Subscription
Fee – List
Price
$50,000
Super/Power Users Annual 10 $1,000.00 $10,000
Business Users Annual 125 $500.00 $62,500
Request Users Annual 75 $250.00 $18,750
Read-Only Users Annual 50 $175.00 $8,750
Saige Assist: Basic Annual N/A $10,000
Saige Assist: Chat Annual N/A $10,000
Saige Assist:
Negotiation
Annual N/A $12,495
Saige Assist: Data
Extraction
Annual N/A $12,495
Discount* Annual N/A ($44,990)
Total Annual Fees $150,000
*IntelAgree is including the Saige assist suite as part of the original configuration resulting in a$44,990
price incentive (“Discount”). This Discount contingent on signing MSA by August data return.
Platform Inclusions - The Annual IntelAgree Systems Subscription Fee includes the following:
• Up to 260 Authorized Users (as defined in Appendix A)
• Unlimited hosting/storage
• Unlimited e-signatures
• Unlimited contracts & templates
• Standard machine learning models (100+)
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• Unlimited Custom attributes
• Unlimited Workflows
• Pre-built Chrome extension, Word Add-in, and Outlook Add-in
• Support Services (as defined in Appendix C)
• Access to self-help training resources
• Bi-quarterly product updates
• Integration with DocuSign available for an additional $4,995 annual fee and can be
added at any point in time during the Initial Term for this annual fee and a one-time fee
of $2,995.
• Saige Assist Modules will include features in each module that are released by
IntelAgree as of the Effective Date as well as features in each module released going
forward.
Saige Assist: Basic, Saige Assist: Chat, Saige Assist: Negotiation , Saige Assist: Data
Extraction
Optional additional Authorized Users -
• Super/Power User: $1,000.00 per user per year
• Business User: $500.00 per user per year
• Request User: $250.00 per user per year
• Read-Only User: $175.00 per user per year
Additional Authorized Users above the quantities in the Recurring Fees table above will be charged
prospectively on a quarterly basis and reductions in Authorized Users can only be implemented at the
beginning of a Renewal Term.
Implementation Management – Will be performed by Elevate and not subject to this MSA.
Migration Management - Will be performed by Elevate and not subject to this MSA.
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v . 0 0 5 P a g e | 1
August 5, 2025
ITEM TITLE
Housing Bonds: Bond Inducement for the Proposed Enclave Montecito 96-Unit Affordable Housing
Complex in Otay Ranch Village 2
Report Number: 25-0203
Location: Southwest Corner of Santa Victoria Road and Santa Diana Road (Village 2)
Department: Housing and Homeless Services
G.C. § 84308 Regulations Apply: No
Environmental Notice: The proposed Project is adequately covered in the previously adopted Final
Supplemental Environmental Impact Report (“FSEIR”) for the Otay Ranch Village Two Comprehensive SPA
Plan Amendment (FSEIR 12-01; SCH #2003091012; and incorporated by reference in City Council
Resolution No. 2014-207 on November 4, 2014). No additional environmental review is required.
Recommended Action
Adopt a resolution of the Chula Vista Housing Authority regarding its intention to issue up to $25 million in
tax-exempt bond obligations for the 96-unit Enclave Montecito development.
SUMMARY
The Chula Vista Housing Authority (“CVHA”) has received a request from Baldwin & Sons, Inc. (the “Project
Sponsor”) to consider the issuance of tax-exempt multifamily housing revenue bonds, in an aggregate
amount not to exceed $25 million, to finance the construction, maintenance, and operation of Enclave
Montecito, a 96-unit affordable project to be developed within Village 2 in Eastern Chula Vista (the “Project”).
The proposed action would authorize the application for the bonds.
ENVIRONMENTAL REVIEW
The Director of Development Services reviewed the proposed Project for compliance with the California
Environmental Quality Act (“CEQA”) and determined that the Project is adequately covered in the previously
adopted FSEIR for the Otay Ranch Village Two Comprehensive SPA Plan Amendment (FSEIR 12-01; SCH
#2003091012; and incorporated by reference in City Council Resolution No. 2014-207 on November 4,
2014). Thus, no further environmental review is necessary.
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BOARD/COMMISSION/COMMITTEE RECOMMENDATION
The Housing and Homeless Advisory Commission considered the item on Wednesday, July 16, 2025. It voted
6-0 to make an advisory recommendation to the Chula Vista Housing Authority in support of the item.
DISCUSSION
Background
The Project Sponsor is the master developer of the Village 2 Sectional Planning Area (“SPA”). The Village 2
SPA is subject to an Affordable Housing Agreement, which requires that 10% of the 2,786 units approved for
development within Village 2 be set aside for low- and moderate-income households. The proposed project
would partially fulfill this requirement.
The Project is one component of a 599-unit mixed-use development to be constructed at the intersection of
Santa Victoria Road and Santa Diana Road/Birch Road. The Chula Vista Planning Commission approved the
599-unit development on December 13, 2023 under Planning Commission Resolution No. 2023-24. The
Project was approved in accordance with State Density Bonus Law, which allows for various reductions in
development standards in exchange for providing onsite affordable housing. In accordance with State
Density Bonus Law, the Project was approved for reductions in onsite parking, private open space, common
usable space, and public plaza space. While the 96-unit affordable component will be a standalone building,
it is treated together with the rest of the development as a single project for the purposes of the City’s land
use approvals. Under the Project’s Density Bonus Regulatory Agreement, which was executed as of July 8,
2025, all 96 units will be restricted to low-income households. The Project will also be subject to a separate
regulatory agreement with another public agency expected to provide financing, the California Tax Credit
Allocation Committee (“TCAC”). The TCAC agreement is expected to have deeper restrictions, including
approximately 10 units serving Extremely Low-Income households at 30% of Area Median Income. The
Project will consist of 37 one-bedroom units, 31 two-bedroom units, and 28 three-bedroom units.
The Project is located to the south and west of the intersection of Olympic Parkway and La Media Road. The
area is considered a “moderate resource” neighborhood according to the TCAC 2025 opportunity map. (The
adjacent neighborhood to the east of La Media Road is considered a “high resource” neighborhood, and other
nearby districts are considered “highest resource.”) There are a number of amenities less than one mile from
the Project site, including Otay Ranch Senior High School, Saburo Muraoka Elementary School, Mater Dei
Catholic High School, Grove Park, and Paterna Park. Heritage Park and Heritage Station, an MTS Rapid bus
stop, are approximately 1.3 miles away from the Project site. The Otay Ranch Town Center, with grocery
stores and major retail outlets, is approximately 1.5 miles away. Additionally, the larger mixed-use
development at this site will include 11,400 square feet to be occupied by a commercial tenant.
Project Financing
The Project Sponsor will be the developer for the Project. The Project will be owned by a limited partnership
affiliated with the Project Sponsor, which has yet to be formed. The Project Sponsor has retained the services
of an experienced affordable housing consultant, Trestle Build, to assist with the affordable housing
financing, application, and compliance for the Project. The Project Sponsor intends to use CONAM
Management Corporation as its onsite property manager. CONAM is highly experienced in affordable housing
management and manages many properties in Chula Vista for other developers.
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The total development cost is currently projected to be $38 million, or approximately $400,000 per unit.
Although this figure excludes the acquisition cost of land, which will be contributed by the Project Sponsor,
it is still significantly lower than the current industry average for similar affordable developments. The
Project is able to realize cost savings in a number of ways: cost-effective design (a light wood frame building
with a surface parking lot); economies of scale from spreading the architectural, engineering, and other fixed
costs across the entire 599-unit complex; and a simplified set of funding sources resulting in lower legal and
administrative costs.
The Project Sponsor is requesting that the CVHA be the conduit bond issuer for tax-exempt multifamily
housing revenue bonds in an aggregate amount not to exceed $25 million for new construction and operation
of the Enclave Montecito project. An application will be submitted by September 9, 2025 to the California
Debt Limit Allocation Committee (“CDLAC”), the state bonding authority, and to TCAC for the companion tax
credits. The bond allocation and tax credit contributions will be used to substantially finance the Project. Tax
credit and bond financing do not cover the entire cost of construction. In this case, the Project Sponsor does
not intend to seek other public financing for the gap but will instead finance the remaining cost through
private sources such as a mortgage or General Partner equity contribution.
Recent changes to the Low-Income Housing Tax Credit program under federal law may impact project
financing; there is still uncertainty within the industry about whether the changes impact 2025 bond
applications. If the changes do indeed take effect now, the project may qualify for significantly less than $25
million in tax-exempt bonds. If that occurs, the Project Sponsor is prepared to facilitate an issuance of up to
$10 million in taxable bonds to make up the difference.
The proposed action would allow CVHA to adopt a resolution authorizing application for tax-exempt bonds
(the “Inducement Resolution”). As the local jurisdiction where the Project is to be built, the City of Chula Vista
must approve the issuance of the bonds.
If the bond application is successful, CVHA will act as bond issuer and hold a public hearing regarding the
issuance of the bonds in accordance with the Tax Equity and Fiscal Responsibility Act of 1986, as amended
(“TEFRA”). CVHA has an experienced team of consultants to assist with all aspects of the issuance. Ross
Financial is available to serve as bond adviser, reviewing the construction and operating budgets of the
project and other aspects of the transaction. Stradling Yocca Carlson & Rauth serves as bond counsel on all
CVHA bond issuances, reviewing the legal aspects of the transaction. CVHA’s status will be strengthened by
expanding its portfolio of affordable projects, and the City and CVHA will have a greater ability to oversee
ongoing compliance at the Project than if the bonds were administered by an outside issuer.
Of note, there is still uncertainty about whether the Project would need an issuance of recycled bonds in
order to submit a competitive CDLAC/TCAC application. (Bond proceeds that have been repaid by one
project may be redeployed to another project within a window of approximately six months; these are known
as “recycled bonds,” and can improve a project’s competitiveness under CDLAC/TCAC regulations.) CVHA
does not have available bond repayment proceeds to issue recycled bonds at this time. If recycled bonds are
necessary for the Project, the Project Sponsor may elect to instead use an outside issuer such as the California
Municipal Finance Authority (“CMFA”), subject to CVHA’s review and approval. In that scenario, the proposed
inducement resolution would be moot and no further action would be taken to issue the bonds on CVHA’s
behalf. However, the City would still be required to hold a TEFRA Hearing at a future date to approve the
issuance of the bonds by an outside issuer.
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DECISION-MAKER CONFLICT
Staff have reviewed the property holdings of the Housing Authority members and have found no property
holdings within 1,000 feet of the boundaries of the property that 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 the Political Reform Act. (Gov. Code,
§87100, et seq.)
Staff are not independently aware, and have not been informed by any Housing Authority Board member, of
any other fact that may constitute a basis for a decision-maker conflict of interest in this matter.
CURRENT-YEAR FISCAL IMPACT
The Multifamily Housing Revenue Bond program is a self-supporting program, with the borrower
responsible for the payment of all costs of issuance and other costs of the bonds. The Housing Authority will
recover costs associated with administration by assessing fees to the Project in accordance with the Master
Fee Schedule (Fee Bulletin 19-100). The current fee for bond origination is twenty basis points (0.20%) of
the issuance amount, with a minimum fee of $15,000. The origination fee range would be between $15,000
and $50,000.
ONGOING FISCAL IMPACT
The Multifamily Housing Revenue Bond program is self-supporting. Staff costs associated with monitoring
compliance of the regulatory restrictions and administration of the outstanding bonds will be reimbursed
from an annual administrative fee paid to the Housing Authority by the owner. The current fee amount for a
96-unit development is $17,000 annually.
ATTACHMENTS
1. Project Location Map
Staff Contact: Brian Warwick, Housing Manager
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Form Rev 3/6/2023
HA RESOLUTION NO. __________
RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY
OF CHULA VISTA REGARDING ITS INTENTION TO ISSUE
TAX-EXEMPT BOND OBLIGATIONS UP TO $25 MILLION
FOR THE PROPOSED DEVELOPMENT OF A 96-UNIT
AFFORDABLE HOUSING DEVELOPMENT TO BE KNOWN
AS ENCLAVE MONTECITO
WHEREAS, the Chula Vista Housing Authority (the “Issuer” or “CVHA”) desires to assist
Baldwin & Sons, Inc. a California corporation, or an affiliate (the “Applicant”) in financing the
costs of developing a 96-unit multifamily rental housing project known as Enclave Montecito, to
be located at the southwest corner of Santa Victoria Road and Santa Diana Road, as further
depicted and described in Attachment 1, attached hereto and incorporated herein (the “Project”);
and
WHEREAS, the Issuer intends to assist in the financing of the development of the Project
or portions of the Project with the proceeds of the sale of bond or note obligations the interest upon
which is excluded from gross income for federal income tax purposes (the “Bonds”), which Bonds
are expected to be issued pursuant to Chapter 1 of Part 2 of Division 24 of the Health and Safety
Code of the State of California; provided, however, that this Resolution shall not authorize the
issuance of the Bonds and provided further that neither the faith and credit nor the taxing power
of the Issuer shall be pledged to repay such Bonds if, and when, authorized; and
WHEREAS, prior to the issuance of the Bonds the Applicant expects to incur certain
expenditures with respect to the Project from its own available monies which expenditures it
desires to have reimbursed from a portion of the proceeds of the sale of the Bonds if, and when,
issued; and
WHEREAS, Section 146 of the Internal Revenue Code of 1986, as amended (the “Code”)
limits the amount of multifamily housing revenue bonds that may be issued in any calendar year
by entities within a state and authorizes the governor or the legislature of a state to provide the
method of allocation within the state; and
WHEREAS, Chapter 11.8 of Division 1 of Title 2 of the Government Code of the State of
California (the “Government Code”) governs the allocation of the state ceiling among
governmental units in the State of California having the authority to issue multifamily housing
revenue bonds; and
WHEREAS, Section 8869.85 of the Government Code requires a local agency to file an
application with the California Debt Limit Allocation Committee (“CDLAC”) prior to the issuance
of multifamily housing revenue bonds; and
WHEREAS, the Issuer desires to apply to CDLAC for an allocation for the Project.
Page 224 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Resolution No.
Page 2
NOW, THEREFORE, BE IT RESOLVED by the Chula Vista Housing Authority as
follows:
SECTION 1. The Issuer has received an application for the financing of the Project on
behalf of the Applicant (the “Application”). The Applicant will incur costs with respect to the
Project prior to the issuance of the Bonds. The Issuer hereby states its intention and reasonably
expects to reimburse the Applicant for such costs with proceeds of the Bonds; provided, however,
that nothing herein obligates the Issuer to issue the Obligations or provides the Applicant with any
legal right to compel the issuance of the Bonds, which decision remains in the final discretion of
the Issuer.
SECTION 2. The reasonably expected maximum principal amount of the Bonds is
$25,000,000. This Resolution is being adopted no later than sixty (60) days after the date that the
Applicant will expend monies for the portion of Project costs to be reimbursed from proceeds of
the Bonds (the “Expenditure Date or Dates”).
The expected date of issue of the Bonds is within eighteen (18) months of the later of the
Expenditure Date or Dates and the first date the Project is placed in service and shall in no event
be later than three years after the Expenditure Date or Dates.
SECTION 3. Proceeds of the Bonds to be used to reimburse for Project costs are not
expected to be used directly or indirectly to pay debt service with respect to any obligation or to
be held as a reasonably required reserve or replacement fund with respect to an obligation of the
Issuer or any entity related in any manner to the Issuer, or to reimburse any expenditure that was
originally paid with the proceeds of any obligation, or to replace funds that are or will be used in
that manner.
SECTION 4. This Resolution is consistent with the budgetary and financial
circumstances of the Issuer, as of the date hereof. No monies from sources other than the Bonds
are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set
aside by the Issuer (or any related party) pursuant to its budgetary or financial policies with respect
to the portion of the Project costs to be financed with the Bonds. The Issuer is not aware of any
previous adoption of official intents by the Issuer that have been made as a matter of course for
the purpose of reimbursing expenditures relating to the Project and for which tax -exempt bonds
have not been issued.
SECTION 5. This Resolution is adopted as official action of the Issuer in order to comply
with Treasury Regulation §1.103-8(a)(5) and Treasury Regulation §1.150-2 and any other
regulations of the Internal Revenue Service relating to the qualification for reimbursement of
expenditures incurred prior to the date of issue of the Bonds, is part of the Issuer’s official
proceedings, and will be available for inspection by the general public at the main administrative
office of the Issuer.
SECTION 6. The officers and employees of the Issuer are hereby authorized and directed
to apply to CDLAC for a portion of the private activity bond allocation set -aside for the calendar
years 2025 and 2026 for the Project in an aggregate amount not to exceed $25,000,000, to collect
Page 225 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Resolution No.
Page 3
from the Applicant and hold pursuant to CDLAC requirements the required CDLAC deposit for
the requested allocation, and to certify to CDLAC that such amount has been placed on deposit in
an account in a financial institution. Because the amount of private activity bond allocation is
limited, such officers are also authorized to resubmit the application to CDLAC one or more times
during the calendar years 2025 or 2026 in the event the application is denied by CDLAC.
SECTION 7. The officers and employees of the Issuer are hereby authorized and directed,
jointly and severally, to take any actions and execute and deliver any and all documents which any
of them deem necessary or advisable, with the advice of Legal Counsel, in order to effectuate the
purposes of this Resolution, and such actions previously taken by such officers and employees are
hereby ratified and confirmed; provided, however, that the terms and conditions under which the
Bonds are to be issued and sold must be approved by the Issuer in the manner provided by law
prior to the sale of the Bonds.
SECTION 8. All the recitals in this Resolution are true and correct.
SECTION 9. This Resolution shall take effect immediately upon its adoption.
Presented by Approved as to form by
Stacey Kurz Marco A. Verdugo
Director of Housing and Homeless Services Legal Counsel
Page 226 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Attachment 1: Project Location and Legal Description
LEGAL DESCRIPTION
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 9 OF CHULA VISTA TRACT NO. 06-05 OTAY RANCH VILLAGE 2 AND PORTIONS
OF VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15350, FILED IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MAY 26, 2006 AND AS
CORRECTED BY CERTIFICATE OF CORRECTION RECORDED FEBRUARY 22, 2008 AS
INSTRUMENT NO. 2008-0091336 AND ALSO RECORDED APRIL 02, 2019 AS
INSTRUMENT NO. 2019-0116160 BOTH OF OFFICIAL RECORDS.
APN: 644-310-09-00
Page 227 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Michael Inzunza
you lied to me.
I will never believe what you say.
nor will I ever trust you!
Trust is like virginity.
once you lose it
you will never get it back.
Written Communications - PC Acosta - Received 7/24/2025
Page 228 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
READER
News Under the Radar
February 14, 2018 S.D. marijuana merchants pour cash into political action committee With marijuana sales
finally legalized in California, local pot merchants have been pouring cash into a political action committee known as
Citizens for Public Safety and Safe Access, sponsored by the Association of Cannabis Professionals. …
Individual donors Ramzi Murad of El Cajon
Page 229 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•S.D. marijuana merchants pour cash
into political action committee
•With marijuana sales finally legalized
in California, local pot merchants have
been pouring cash into a political action
committee known as Citizens for Public
Safety and Safe Access, sponsored by
the Association of Cannabis
Professionals. …
•Individual donors Ramzi Murad of El Cajon
READER
News Under the Radar
February 14, 2018
Page 230 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
local pot merchants have been pouring cash into a political action committee known as Citizens for
Public Safety and Safe Access,
sponsored by the Association of Cannabis Professionals. …
Individual donors Ramzi Murad of El Cajon
Inzunza will you be asking El Chapo for
Campaign funding?
Page 231 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Michael Inzunza,
you are in violation of 2.01.030 Code of ethics
3.Divulge confidential information for personal gain or for the gain of
associates in a manner contrary to the public interest or in violation of any law
and if in fact you are in violation there should be consequences
Perhaps Inzunza should be sensor, suspend, remove
while it is not illegal you are asking or accepting campaign
contribution from those who have unsolved legal problem with
the City of Chula Vista it is unethical and wrong
are you been paid to influence the city or pass information
from the closed discussion to those who contribute to you
campaign?
Don’t answer remember you Lie to me before and
So I do not believe you!
CITY OF CHULA VISTA V. SLADE FICHER, EL AL., SAN DIEGO
SUPERIOR COURT,
CASE NO. 24CU006375C?
I BELIEVE IS A VIOLATION OF CODE OF ETHICS 2.01.30
IF MICHAEL INZUNZA RECIVED CAMPAIGN CONTRIBUTION
FROM ALLEN CASSELL Page 232 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 233 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Why is Michael Inzunza Accepting Campaign
contributions From Allen Cassell
Chula Vista businessman Alan Cassell was sentenced
to two years of probation after pleading guilty to one count of
conspiracy concerning programs receiving federal funds in a
judgement from the United States District Court District of Nevada
filed on June 22. Cassell appeared in court on June 16.
Cassell was originally indicted in 2017 and pleaded not guilty. That same year he resigned
his post as board member at Third Avenue Village Association citing personal reasons.
Cassell and six other defendants were accused of directing payments to Sergio
Barajas, a one-time director of the National Community Stabilization Trust, a non-
profit that used federal funds to restore foreclosed properties that were lost in
the 2008 housing crisis.
As alleged in the indictment Cassell, doing business as Heartland Coalition and Ignition
Ventures, paid Barajas about $185,025 in exchange for receiving about 626 NCST
foreclosures and made about $2.8 million from resale of those properties.
According to court records, Cassell pleaded guilty in
March as part of a group plea agreement.
Home Chula Vista Cassell sent home
By Albert Fulcher
07/08/2021
Page 234 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
MICHEAL INZUNZA IF you Disclosing privilege Financials Information to Alonzo Gonzalez
you are in violation of 2.01.030 Code of ethics
3.Divulge confidential information for personal gain or for the gain of associates in a manner
contrary to the public interest or in violation of any law
and if in fact you are in violation there should be consequences
Perhaps
sensor, suspend, remove
.•RICO Act and Confidential Financial
Information
•A council member disclosing
confidential financial information
could potentially violate both state
and federal laws, including
the Racketeer Influenced and Corrupt
Organizations Act (RICO) Act.
••Predicate Offenses:
•RICO requires a "pattern of
racketeering activity" involving
predicate offenses, which are specific
federal or state crimes. Disclosing
confidential financial information
could be considered a predicate
offense if it's part of a broader
scheme of fraud, corruption, or
extortion
Page 235 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
I believe that the HATCH act was violated by someone who has privilege Chula Vista financial information.by sharing
it with Alonzo Gonzales as stated by one of an attendees at the Frist Friday Breakfast
as posted on public Comments on Tuesday,April 15, 2025,at 5:00 P.m. Public Comments a sift and total
investigation should be conducted and those responsible for leaking information should face
consequences.
Alonzo Gonzalez was NEVER ELECTED He was picked and appointed under very questionable circumstances
Jenne
Email
jenne.fredrickson@gmail.com
Date
April 14, 2025 -11:32 AM
Position
Oppose
Comments
I attended the First Friday breakfast held at the
San Diego Country Club Friday April 14th and saw
former Deputy Mayor Alonso Gonzales and
learned he is on the board of the Chamber of
Commerce, he was introduced that way and I
have it on recorded video. A former Deputy
Mayor had input on the 2024-2025 budget, just
to leave mid fiscal year to be on the BOARD of
Chula Vista's lobbying committee. Smells like
possible embezzlement or money laundering
may have occurred and as a Chula Vista resident I
am concerned with the lack of transparency.
Page 236 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Michael Inzunza, I believe you are in violation of
. 2.01.030 Code of ethics
C.Specific Prohibitions.It is prohibited and shall be deemed unethical for a City official to engage in one or
more of the following actions:
3.Divulge confidential information for personal gain or for the gain of associates in a manner contrary
to the public interest or in violation of any law
and if in fact you are in violation there should be consequences
Perhaps
sensor, suspend, remove
Page 237 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Alonso Gonzalez was a member of the Chula Vista City Council in California, representing District 3. He
assumed office on January 31, 2023. He left office on December 3, 2024
BROKER ALONZO GONZALEZ
FRANCISCO MERCADO
(DISTRICT 3) Sr COUNCIL ASSISTANTCITY OF CHULA VISTA
Page 238 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 239 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 240 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 241 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
MICHAEL Inzunza
You might have caused mental trauma calling
an African American
Kid a PUNK
Then you pose for a picture with a Student
Displaying a White Supremacy sign
HOW ABOUT A PUBLIC APOLGY TO THE KID!
Page 242 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 243 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
NATIONAL SECURITY
The 'OK' Hand Gesture Is Now Listed As A Symbol Of
Hate and White Supremacy
SEPTEMBER 26, 20194:27 PM ET
Michel Inzunza, You suspended an African American Kid
and called him a PUNK because of his hair .
Then you pose for picture with Students
displaying a White Supremacy sign
is that what you permit and teach the young minds?
Let me remind you, “you are Mexican American”
Page 244 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
CATHOLIC SCHOOL THAT SUSPENDED STUDENT
OVER BRAIDS REVERSES DECISION
•January 15, 2020
•Catholic school, Mater
Dei High School,
suspended a mixed-race
student for violating the
“dress code” on
Wednesday but removed
the penalty after online
backlash.
•Michael Inzunza, assistant
principal for student safety
and discipline, reminded the
sophomore of the rule that
boys’ hair cannot be longer
than mid-ear on the sides,
touch their shirt collars, nor
fall past their eyebrows in
the front and ordered him
to cut it. When the student
refused, he was suspended.
Page 245 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
From: Robert
Sent: Sunday, August 3, 2025 2:16 PM
To: Dan Peak <DPeak@chulavistapd.org>; Jose Preciado <jpreciado@chulavistaca.gov>;
John McCann <jmccann@chulavistaca.gov>; Anthony Molina
<AMolina@chulavistapd.org>; Michael Inzunza <minzunza@chulavistaca.gov>; Cesar
Fernandez <cfernandez@chulavistaca.gov>; Carolina Chavez
<cchavez@chulavistaca.gov>; CityClerk <CityClerk@chulavistaca.gov>
Cc: Council District 4 <District4@chulavistaca.gov>; Council District 1
<District1@chulavistaca.gov>; Council District 3 <District3@chulavistaca.gov>; Council
District 2 <District2@chulavistaca.gov>
Subject: Re: Please RECONSIDER befor it's too late. // public comment 8-5-25
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 Sun, Aug 3, 2025 at 2:15 PM Robert wrote:
Page 246 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
On Sun, Aug 3, 2025 at 2:14 PM Robert wrote:
On Sun, Aug 3, 2025 at 2:14 PM Robert wrote:
Page 247 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
On Sun, Aug 3, 2025 at 2:09 PM Robert wrote:
On Sun, Aug 3, 2025 at 2:06 PM Robert wrote:
Page 248 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
targeting main street is the look of it.
On Sun, Aug 3, 2025 at 2:05 PM Robert wrote:
On Sun, Aug 3, 2025 at 2:04 PM Robert wrote:
On Sun, Aug 3, 2025 at 2:01 PM Robert wrote:
Page 249 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
On Sun, Aug 3, 2025 at 1:59 PM Robert wrote:
Page 250 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
On Sun, Aug 3, 2025 at 1:57 PM Robert wrote:
MAIN STREET
Page 251 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Written Communications – PC
Robert – Received 8/4/25
On Fri, Aug 1, 2025 at 9:10 PM Robert wrote:
I will take pictures of the roads.. And post to you where they will be riding. Scooters And the
images provided here show you can ride a faster ebike but the slower scooter is not allowed
on side walks. It makes no sense. I will continue to push for reviews of extreme measures
that are unjustified. Pushing a less safe device into the road will cause more damage then
good. People walk on bike paths so the justification isn't correct to push young kids into the
road and the faster ebike can travel on any road or sidewalk. Also claim they can't operate
on a road without bike lanes if the city isn't going to designate bike lanes on every road not
just road approved for a bike lane. Would you tell a a child what road he can ride on or
which way to make it home safe..? You will not tell little kids the roads they can use.
Shame on all of you.
Please include this for my public comment
Page 252 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item 4.2 – Written Communications
Peugh – Received 8/4/25
From: Jim Peugh
Sent: Monday, August 4, 2025 3:53 PM
To: CityClerk <CityClerk@chulavistaca.gov>
Subject: Comment on Item 4.2
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
Comments on the Sports Complex item, 4.2
Chula Vista City Council meeting on August 4, 2025
The J Street Marsh is one of the most environmentally important areas of San Diego Bay. It
is immediately West of the proposed development The J St. Marsh has a unique
combination of Bay Water, seasonal fresh water, and seasonal nutrient and soil inputs. As
a result it supports a large number and diversity of wetland wildlife.
The Gaylord Hotel and Conference Center project faced significant delays and additional
costs because the initial proposed location was far too damaging environmentally. The
Hotel planning was finally moved to its current and very suitable location. It would be very
appropriate to acknowledge that this location for the Pangaea project is probably even
more inappropriate and will probably have a similar regulatory problems with unnecessary
costs and delays.
The wildlife of the site is vulnerable to severe risks, especially from Sea Level Rise,
disturbance, and escaped lighting from nearby development. Any development on this site
needs to include several important environmental measures to protect the wildlife and
water quality of the Bay. This current proposal package expresses no acknowledgement,
understanding, or interest in protecting these values. Perhaps the company would come
back with a smaller, more knowledgeable proposal for this unique site, or a much less
environmentally sensitive site in the Bayfront could be found.
An area along the west side of the site should be preserved and graded to allow Shoreline
Retreat to offset the loss of intertidal wetlands that is occurring due to Sea Level
You don't often get email from . Learn why this is important
Page 253 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item 4.2 – Written Communications
Peugh – Received 8/4/25
Rise. Those very valuable wetlands are being reduced each decade. This site is probably
the most important place in the whole Bay to extend their incredible wildlife support, water
quality, and carbon sequestration values.
The project needs to include a broad natural habitat buffer between the development and
the J Street Marsh to support and protect the adjacent wildlife from the disturbance of the
activity from the development. A portion of that buffer could accommodate a nature
oriented pathway, as is done in other areas of the Bayfront.
The major Stadium needs to be eliminated or at least moved to a much less sensitive site in
the Bayfront.to reduce the noise impact on the wildlife in the adjacent Saltworks, that are
managed for the protection of many at-risk, threatened, and endangered species.
The lighting from the athletic fields, parking lots, etc. will also escape into the habitat areas
providing an unacceptable advantage for nocturnal predators and will thereby reduce the
wildlife support value of those areas.
The project area should leave room for expansion of wetlands and other water quality
measures to improve water from the J Street, L Street, and Telegraph Canyon drainages
that enter the Bay through the site, to protect the water quality of the Bay. Facilities to
remove litter from these input waters, especially plastic, are especially important for the
Bay, its wildlife, and its fisheries. Unfortunately, the project intends to underground some
of the drainages instead which will tend to make the problem worse.
The project needs to incorporate a water quality basin to remove fertilizers and chemicals
from the irrigation runoff from the project’s own extensive landscaping, so it does not
degrade the water quality of the Bay. These water quality improvement measures can be
designed to also have significant scenic, recreational, and wildlife viewing value.
In conclusion, a smaller more benign sports-oriented facility could be designed to include,
accommodate, and feature the environmental protections needed for this unique site. But
the current Pangaea proposal totally ignores the environmental value of the site and the
potential that featuring its value could increase the value of their facilities. The City should
not support this project until the proposal is significantly improved to show respect for and
knowledge about the intrinsic environmental and ecotourism value of this unique
site. There are plenty of other less environmentally sensitive sites in the Bayfront for a
large project such as this one.
James Peugh
Conservation Co-Chair
San Diego Bird Alliance
Page 254 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Joseph A Raso
CHULA VISTA, CA 91910
Telephone
Good Evening August 5, 2025
I stand before you tonight not because I expect this three-minute
presentation to change minds—but because the record must reect the
truth. Chula Vista is at a breaking point, and urgent action is needed to
correct a string of costly, avoidable mistakes by the Chula Vista City
Council. Here's just a partial list:
1. Tenant Protection Ordinance (No. 3527):
Despite clear warnings from city staff and Council Member Jill Gálvez,
Council passed an ordinance that threatens small landlords with $5,000
daily nes. The result? Landlords precautionary rent increases causing a
surge in homelessness—predictable, preventable, and now undeniable.
2. Downtown Sidewalk Dining Ban:
Your relentless push to eliminate sidewalk dining in the Downtown
Village has crushed local foot trafc and driven small businesses to close
their doors. This wasn’t just poor judgment—it was economic sabotage.
3. Cell Tower at 2nd & G:
You approved a cell tower in a residential neighborhood despite
unanimous opposition from residents and the availability of a more
suitable commercial location. That decision reects a disturbing
disregard for community input and basic common sense.
4. $10 Million for 36 Motel Rooms at Palomar Inn:
Allocating $277,000 per unit for motel room remodels is not just
wasteful—it borders on scal malpractice. What exactly are we buying?
Golden drapes and diamond-encrusted carpeting?
Written Communications - PC
Raso - Received 8/5/2025
Page 255 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
5. Unsustainable Downtown Landscaping Plan:
You’ve forced already struggling businesses to spend $50,000 annually
to maintain a landscape plan requiring vegetation that must be replanted
each year—and that consumes hundreds of thousands of gallons of
water. This is irresponsible, environmentally unsound, and economically
damaging.
6. No Plan to Bring Residents Downtown:
If you truly want a thriving village with more “feet on the street,” then
where is your plan to attract downtown residents? A simple, urgent
solution: waive building permit fees for small residential developments
10–15 units), and offset the cost by increasing fees for larger ones.
7. City Attorney Appointment Without Process:
Appointing Miss Tiffany Allen to a $355,000 position without a
competitive process risks undermining her from day one. Skipping a
Request for Qualications” creates a perception of favoritism that could
damage internal morale and staff cooperation—precisely what she needs
to succeed.
This isn't just about bad policy—it’s about the future of our city. You’ve
made decisions that have hurt families, businesses, and public trust. I
urge this Council to stop dismissing comments from the community as
noise. The people of Chula Vista deserve better—and they deserve it
now.
Sincerely,
Joseph A. Raso
Written Communications - PCRaso - Received 8/5/2025
Page 256 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
v . 0 0 5 P a g e | 1
August 5, 2025
ITEM TITLE
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. 07-I, 12-I, 13-I, and 2001-1 Approve the
Issuance of Special Tax Refunding Bonds
Report Number: 25-0184
Location: Community Facilities District No. 07-I, Community Facilities District No. 12-I, Community Facilities
District No. 13-I and Community Facilities District No. 2001-1
Department: Finance
G.C. § 84308 Regulations Apply: 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
A)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 2025 Special Tax
Refunding Bonds in a principal amount not to exceed eight million dollars ($8,000,000) 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.
12-I (McMillan Otay Ranch Village Seven), adopt a resolution authorizing the issuance of its 2025
Special Tax Refunding Bonds in a principal amount not to exceed six million dollars ($6,000,000) 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.
13-I (Otay Ranch Village Seven), adopt a resolution authorizing the issuance of its 2025 Special Tax
Refunding Bonds in a principal amount not to exceed two million dollars ($2,000,000) 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.
2001-1 (San Miguel Ranch), adopt a resolution authorizing the issuance of its Improvement Area B
2025 Special Tax Refunding Bonds in a principal amount not to exceed three million ($3,000,000)
and approving certain documents and taking certain other actions in connection therewith.
Item 7.2 - Revised 8/4/25
Page 257 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
P a g e | 2
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 nineteen million dollars ($19,000,000) and approving certain documents and taking certain
other actions in connection therewith.
SUMMARY
The Chula Vista Municipal Financing Authority (Authority) issued bonds in 2015 (2015A Authority Bonds)
to refinance special tax obligations of four of the City’s Community Facilities Districts. The Authority has the
opportunity to refinance the 2015A Authority Bonds and reduce the special tax levies on homes within the
subject Community Facilities Districts (or Improvement Area, as applicable) for the remaining 11 years that
the 2015A 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
During 2005 and 2006, the City issued four 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 2015, the City issued four series of Special Tax Refunding Bonds (2015 CFD Bonds) relating
to the four CFDs, to refinance the original obligations. The 2015 CFD Bonds were acquired by the Authority
and used to secure repayment of the 2015A 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.
The 2015A Authority Bonds are subject to an optional redemption by the Authority beginning September 1,
2025. Based on the current municipal bond market conditions, the 2015A Authority Bonds (and
corresponding 2015 CFD Bonds) can be refinanced at lower rates. The refinancing will produce lower debt
service, which translates into a lower tax rate for property owners in the individual CFDs affected. Other
factors that will contribute to the savings, in addition to the lower interest rates, include the ability to use
cash on deposit with the trustee in a debt reserve fund for the 2015A Authority Bonds to reduce the
borrowing amount, and other surplus cash accumulated in the individual CFD funds from interest earnings.
Currently, the 2015 CFD Bonds are outstanding as shown below:
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CFD No. 2001-1 Improvement Area B Bonds $ 3,410,000
CFD No. 07-I Bonds 9,190,000
CFD No. 12-I Bonds 6,615,000
CFD No. 13-I Bonds 2,820,000
$22,035,000
The refinancing structure mirrors the structure of the 2015A Authority Bonds. Each CFD will issue a series
of Special Tax Refunding Bonds (2025 CFD Bonds) and the Authority will issue one series of Bonds (2025
Authority Bonds) and use the proceeds to acquire the 2025 CFD Bonds.
Refinancing Analysis
The average interest rate on the 2015A Authority Bonds is 4.8% and they mature by 2036. Based on an
expected effective interest rate of approximately 3.3% on the 2025 Authority Bonds, there is a projected
savings of $2 million (or a 9.3% reduction) in net debt service payments over the life of the 2015A Authority
Bonds as a result of the refinancing and early redemption, after applying funds available held under the
2015A Authority Bonds. These savings will accrue to the CFDs and reduce the special taxes to be levied
within each CFD (or Improvement Area, as applicable) for the final 11 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 $37-47$34-48 per year for attached units and $48-99$44-99 per year for
detached units, depending on the size of the residence (approximately 9.3%). These estimates can change
based on the final market conditions at the time the 2025 Authority Bonds are sold.
In order to refinance $22 million of the 2015A Authority Bonds that are outstanding, the City will need to
raise approximately $17.8 million from the sale of the 2025 Authority Bonds. Based on current market
conditions, the par amount of the 2025 Authority Bonds is estimated to be $16,065,000, issued with an
original issue premium of $1,762,000, and will provide total funding of $17,827,000. 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 2015A Authority Bonds to the cost to redeem the 2015A
Authority Bonds.
Cost of Issuance $ 609,000
Prepay 2015A Authority Bonds (with Interest To September 1, 2025) 22,554,000
Total Refunding Requirement 23,163,000
Less 2015A Authority Bonds Reserve Fund (2,263,000)
Less Special Taxes Available (3,073,000)
Total Net Bond Proceeds 17,827,000
Original Issue Premium (1,762,000)
Par Amount of Bonds Issued $ 16,065,000
The estimated par amount will be subject to prevailing market conditions at the time of sale. Therefore, a par
amount of $16,065,000 is being estimated but the actual issue size may be higher if the 2025 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.
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Professional Services
The City Council has previously approved agreements with Stradling Yocca Carlson & Rauth, LLP as Bond
Counsel, Harrell & Company Advisors, LLC as Municipal Advisor and Spicer Consulting Group as the Special
Tax Consultant for the 2025 Authority Bonds.
The 2025 Authority Bonds are expected to be sold at competitive sale, where all underwriters will be invited
to submit bids to purchase the 2025 Authority Bonds, and the 2025 Authority Bonds will be sold to the firm
offering the lowest overall interest cost.
Authorization Process
In order to authorize the issuance of the 2025 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 Bond Indenture of Trust (each CFD except CFD No. 07-I);
• A First Supplement to Local Obligation Bond Indenture (with respect to CFD No. 07-I)
• 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 2025 Authority Bonds.
The CFD resolutions each authorize the sale of the 2025 CFD Bonds by the City Manager or Director of
Finance/Treasurer or other authorized officers, within certain parameters. The par amount of the 2025 CFD
Bonds cannot exceed the following amounts:
CFD/Improvement Area Par Amount
CFD No. 2001-1 Improvement Area B $3,000,000
CFD No. 07-I 8,000,000
CFD No. 12-I 6,000,000
CFD No. 13-I 2,000,000
In addition, the individual CFD resolutions require that net present value savings resulting from the
refunding of each of the 2015 CFD Bonds is not less than 5%, and that the principal and total net interest cost
to maturity on the 2025 CFD Bonds is less than principal and total net interest cost to maturity on the 2015
CFD Bonds.
The CFD resolutions also approve the distribution of the Preliminary Official Statement relating to the 2025
Authority Bonds.
A companion resolution is presented to the Authority Board of Directors for their consideration. The
Authority resolution authorizes the sale of the 2025 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 $19,000,000 and (2) the net present value savings resulting from
the refunding of the 2015A Authority Bonds is not less than 5%.
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The Authority resolution approves the form of the following documents in connection with the financing:
• An Indenture of Trust;
• A Local Obligation Purchase Agreement;
• An Escrow Agreement;
• A Continuing Disclosure Agreement;
• An Official Notice of Sale; 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 2025 Authority Bonds.
It is anticipated that the 2025 Authority Bonds will be issued on August 20, 2025 and the 2015A Authority
Bonds will be redeemed on October 1, 2025.
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 tables on the following pages are the good faith estimates provided by the
Municipal Advisor with respect to the 2025 Authority Bonds and each of the 2025 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 June 26, 2025.
For the purpose of the estimates:
Principal Amount of the Bonds means the aggregate principal amount of the bonds to be sold. The estimated
Principal Amount of the bonds is as follows:
2025 Bonds
Issued By
Estimated Principal
Amount of the Bonds
CFD 2001-1 Improvement Area B $ 2,395,000
CFD 07-I 7,000,000
CFD 12-I 5,125,000
CFD 13-1 1,545,000
Authority (Combined) 16,065,000
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. The estimated True
Interest Cost of the bonds is as follows:
2025 Bonds
Issued By
Estimated
True Interest Cost
CFD 2001-1 Improvement Area B 3.21%
CFD 07-I 3.40%
CFD 12-I 3.21%
CFD 13-1 3.21%
Authority (Combined) 3.30%
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Finance Charge of the Bonds means the sum of all fees and charges paid to third parties (or costs associated
with the Bonds). The estimated Finance Charge of the bonds is as follows:
2025 Bonds
Issued By
Estimated
Finance Charge
CFD 2001-1 Improvement Area B $ 91,000
CFD 07-I 267,000
CFD 12-I 193,000
CFD 13-1 58,000
Authority (Combined) 609,000
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. The estimated Amount of Proceeds to be Received from the bonds is as
follows:
2025 Bonds
Issued By
Estimated
Principal
Amount of the
Bonds
Estimated
Original Issue
Premium
Estimated
Finance Charge
Estimated
Proceeds
to be Received
CFD 2001-1
Improvement Area B $ 2,395,000 $242,000 ($ 91,000) $2,546,000
CFD 07-I 7,000,000 842,000 (267,000) 7,575,000
CFD 12-I 5,125,000 521,000 (193,000) 5,453,000
CFD 13-1 1,545,000 157,000 (58,000) 1,644,000
Authority (Combined) 16,065,000 1,762,000 (609,000) 17,218,000
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). The estimated Total
Payment Amount for the bonds is as follows:
2025 Bonds
Issued By
Estimated
Principal
Amount of the
Bonds
Estimated
Interest
Estimated
Administrative
Costs
Estimated Total
Payment
Amount
CFD 2001-1
Improvement Area B $ 2,395,000 $701,000 $160,000 $3,256,000
CFD 07-I 7,000,000 2,830,000 160,000 9,990,000
CFD 12-I 5,125,000 1,504,000 160,000 6,789,000
CFD 13-1 1,545,000 453,000 160,000 2,158,000
Authority (Combined) 16,065,000 5,488,000 640,000 22,193,000
The payments on the 2025 CFD Bonds will be paid through Special Taxes levied in each CFD (or Improvement
Area, as applicable) and remitted to the Authority, who will in turn pay principal and interest on the 2025
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Authority Bonds. Therefore, only the amounts shown for the 2025 Authority Bonds will be paid to third
parties.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the 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 the Political Reform Act (Cal. Gov't Code §
87100, et seq.).
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
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 2001-1 Improvement Area B Bond Indenture
3. CFD 07-I Supplemental Bond Indenture
4. CFD 12-I Bond Indenture
5. CFD 13-I Bond Indenture
6. Local Obligations Bond Purchase Agreement
7. Preliminary Official Statement
8. Escrow Agreement
9. Continuing Disclosure Agreement
10. Official Notice of Sale
Staff Contact: Sarah Schoen, Director of Finance/Treasurer
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CITY COUNCIL
CITY OF CHULA VISTA
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 2025 SPECIAL TAX REFUNDING
BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED EIGHT
MILLION DOLLARS ($8,000,000) 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 $11,845,000 Special Tax Refunding Bonds,
Series 2015 (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 2015A (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 $8,000,000 designated as the “City of Chula Vista
Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2025 Special Tax Refunding
Bonds” (the “2025 Bonds”); and
WHEREAS, the District previously issued its 2024 Special Tax Refunding Bonds (the “2024
Bonds”) pursuant to that certain Bond Indenture, dated as of March 1, 2024 (the “Original Indenture”)
by and between the District and Wilmington Trust, National Association, as trustee; and
WHEREAS, the 2025 Bonds will be payable from the special taxes of the District on a parity
with the 2024 Bonds, and in order to effect the issuance of the 2025 Bonds, the legislative body of the
District desires to enter into a First Supplement to Bond Indenture relating to the 2025 Bonds (the
“First Supplement” and together with the Original Indenture, the “Local Obligation Bond Indenture”)
with Wilmington Trust, National Association, in substantially the form presented herewit h, which
supplements and amends the Original Indenture; and
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WHEREAS, the legislative body of the District has determined in accordance with
Section 53360.4 of the Act that a negotiated sale of the 2025 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
WHEREAS, the Authority will issue its bonds (the “Authority Bonds”) to provide funds for its
purchase of the 2025 Bonds; and
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 2025 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 2025 Bonds in an aggregate principal amount not to exceed
$8,000,000 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 2025
Bonds. The 2025 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
2025 Bonds shall be governed by the terms and conditions of the First Supplement presented at this
meeting and the Original Indenture. The First Supplement 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 Director of Finance/Treasurer, 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 First Supplement 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 2025 Bonds will
occur on or about August 19, 2025, (2) the 2025 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 First Supplement, (3) the 2025 Bonds will bear
interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing the 2025
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).
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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 2025 Bonds
shall be used to reduce special taxes of the District in accordance with the Act.
Section 4. The 2025 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 2025
Bonds.
Section 5. The covenants set forth in the Local Obligation Bond Indenture 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 2025 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 2025 Bonds is such that the principal and total net interest
cost to maturity on the 2025 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 Prior Bonds, excluding the
September 1, 2025 principal payment.
Section 7. The form of the Preliminary Official Statement for the Authority Bonds
presented at this meeting is hereby approved, and the Authority is hereby authorized to distribute the
Preliminary Official Statement to prospective purchasers of the Authority B onds 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 Authority is further authorized to distribute the fi nal 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 aggregate assessed value of the real property
in the District subject to the special tax to pay debt service on the 2025 Bonds is at least three times
the principal amount of the 2025 Bonds, 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.
Section 9. Each of the Authorized Officers are authorized, but not required, to cooperate
with the Authority so that the Authority ma y 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 res erve
policy with respect to the Authority Bonds. The Authorized Officers are hereby further authorized to
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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
Director of Finance/Treasurer, the City Clerk or their written designee, are authorized to provide for
all services necessary to effect the issuance of the 2025 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 Director of
Finance/Treasurer, the City Clerk or their written designee, are authorized to pay for the allocable share
of the cost of such services, together with the allocable share of other costs of issuance from 2025 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
Director of Finance/Treasurer, 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 2025 Bonds in accordance with the provisions of this
Resolution, the fulfillment of the purposes of the 2025 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.
[SIGNATURES ON THE FOLLOWING PAGE]
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Presented by Approved as to form by
Sarah Schoen Marco A. Verdugo
Director of Finance/Treasurer City Attorney
PASSED AND ADOPTED this 5th day of August, 2025, by the following vote:
AYES:
NAYS:
ABSENT:
ABSTAIN:
____________________________________
John McCann, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2025- was duly passed, approved and adopted by City Council at a regular meeting
of the Chula Vista Council held on the 5th day of August 2025.
Executed this 5th day of August 2025.
_____________________________________
Kerry K. Bigelow, MMC, City Clerk
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CITY COUNCIL
CITY OF CHULA VISTA
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. 12-I (MCMILLAN OTAY RANCH VILLAGE SEVEN),
AUTHORIZING THE ISSUANCE OF ITS 2025 SPECIAL TAX
REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO
EXCEED SIX MILLION DOLLARS ($6,000,000) 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. 12-
I (McMillan Otay Ranch Village Seven) (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 $9,570,000 Special Tax Refunding Bonds,
Series 2015 (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 2015A (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 $6,000,000 designated as the “City of Chula Vista
Community Facilities District No. 12-I (McMillan Otay Ranch Village Seven) 2025 Special Tax
Refunding Bonds” (the “2025 Bonds”); and
WHEREAS, in order to effect the issuance of the 2025 Bonds, the legislative body of the
District desires to enter into a Bond Indenture relating to the 2025 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 2025 Bonds to the Authority in accordance
with the terms of the Local Obligations Purchase Agreement to be entered in to by and among the
Authority, the District and certain other community facilities districts of the City participating in the
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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 2025 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; and
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 2025 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 2025 Bonds in an aggregate principal amount not to exceed
$6,000,000 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 2025
Bonds. The 2025 Bonds shall mature on the dates and pay interest at the rates set fort h in the Bond
Purchase Agreement to be executed on behalf of the District in accordance with Section 6 hereof. The
2025 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 Director of Finance/Treasurer, 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 2025 Bonds will
occur on or about August 19, 2025, (2) the 2025 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 2025
Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing
the 2025 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).
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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 2025 Bonds
shall be used to reduce special taxes of the District in accordance with the Act.
Section 4. The 2025 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 2025
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 aut horized 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 2025 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 2025 Bonds is such that the principal and total net interest
cost to maturity on the 2025 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 Prior Bonds, excluding the
September 1, 2025 principal payment.
Section 7. The form of the Preliminary Official Statement for the Authority Bonds
presented at this meeting is hereby approved, and the Authority 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 info rmation set forth therein
accurate and not misleading. The Authority 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 aggregate assessed value of the real property
in the District subject to the special tax to pay debt service on the 2025 Bonds is at least three times
the principal amount of the 2025 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.
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 polic y guaranteeing payment of
principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve
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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 Cit y Manager, the
Director of Finance/Treasurer, the City Clerk or their written designee, are authorized to provide for
all services necessary to effect the issuance of the 2025 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 Director of
Finance/Treasurer, the City Clerk or their written designee, are authorized to pay for the allocable share
of cost of such services, together with the allocable share of other costs of issuance from 2025 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
Director of Finance/Treasurer, 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 necess ary to
accomplish the issuance, sale and delivery of the 2025 Bonds in accordance with the provisions of this
Resolution, the fulfillment of the purposes of the 2025 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 r elating
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 Secti on
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.
[SIGNATURES ON THE FOLLOWING PAGE]
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Presented by Approved as to form by
Sarah Schoen Marco A. Verdugo
Director of Finance/Treasurer City Attorney
PASSED AND ADOPTED this 5th day of August, 2025, by the following vote:
AYES:
NAYS:
ABSENT:
ABSTAIN:
____________________________________
John McCann, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2025- was duly passed, approved and adopted by City Council at a regular meeting
of the Chula Vista Council held on the 5th day of August 2025.
Executed this 5th day of August 2025.
_____________________________________
Kerry K. Bigelow, MMC, City Clerk
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CITY COUNCIL
CITY OF CHULA VISTA
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. 13-I (OTAY RANCH VILLAGE SEVEN), AUTHORIZING
THE ISSUANCE OF ITS 2025 SPECIAL TAX REFUNDING
BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED TWO
MILLION DOLLARS ($2,000,000) 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. 13-
I (Otay Ranch Village Seven) (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 $4,115,000 Special Tax Refunding Bonds,
Series 2015 (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 2015A (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 $2,000,000 designated as the “City of Chula Vista
Community Facilities District No. 13-I (Otay Ranch Village Seven) 2025 Special Tax Refunding
Bonds” (the “2025 Bonds”); and
WHEREAS, in order to effect the issuance of the 2025 Bonds, the legislative body of the
District desires to enter into a Bond Indenture relating to the 2025 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 2025 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
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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 2025 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; and
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 2025 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 2025 Bonds in an aggregate principal amount not to exceed
$2,000,000 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 it s fiscal affairs to issue the 2025
Bonds. The 2025 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
2025 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 Director of Finance/Treasurer, 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 2025 Bonds will
occur on or about August 19, 2025, (2) the 2025 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 2025
Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing
the 2025 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).
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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 2025 Bonds
shall be used to reduce special taxes of the District in accordance with the Act.
Section 4. The 2025 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 2025
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 aut horized 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 2025 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 2025 Bonds is such that the principal and total net interest
cost to maturity on the 2025 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 refundin g of the Prior Bonds
is not less than five percent (5.00%) of the principal amount of the Prior Bonds excluding the
September 1, 2025 principal payment.
Section 7. The form of the Preliminary Official Statement for the Authority Bonds
presented at this meeting is hereby approved, and the Authority 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 i nformation set forth therein
accurate and not misleading. The Authority 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 aggregate assessed value of the real property
in the District subject to the special tax to pay debt service on the 2025 Bonds is at least three times
the principal amount of the 2025 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.
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
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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
Director of Finance/Treasurer, the City Clerk or their written designee, are authorized to provide for
all services necessary to effect the issuance of the 2025 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 Director of
Finance/Treasurer, the City Clerk or their written designee, are authorized to pay for the allocable share
of the cost of such services, together with the allocable share of other costs of issuance from 2025 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
Director of Finance/Treasurer, 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 2025 Bonds in accordance with the provisions of this
Resolution, the fulfillment of the purposes of the 2025 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 relat ing
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 Secti on
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.
[SIGNATURES ON THE FOLLOWING PAGE]
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Presented by Approved as to form by
Sarah Schoen Marco A. Verdugo
Director of Finance/Treasurer City Attorney
PASSED AND ADOPTED this 5th day of August, 2025, by the following vote:
AYES:
NAYS:
ABSENT:
ABSTAIN:
____________________________________
John McCann, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2025- was duly passed, approved and adopted by City Council at a regular meeting
of the Chula Vista Council held on the 5th day of August 2025.
Executed this 5th day of August 2025.
_____________________________________
Kerry K. Bigelow, MMC, City Clerk
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CITY COUNCIL
CITY OF CHULA VISTA
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. 2001-1 (SAN MIGUEL RANCH), AUTHORIZING THE
ISSUANCE OF ITS IMPROVEMENT AREA B 2025 SPECIAL TAX
REFUNDING BONDS IN A PRINCIPAL AMOUNT NOT TO
EXCEED THREE MILLION DOLLARS ($3,000,000) 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. 2001-1 (San Miguel Ranch) (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 $4,930,000 Improvement Area B Special
Tax Refunding Bonds, Series 2015 (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 2015A (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 $3,000,000 designated as the “City of Chula Vista
Community Facilities District No. 2001-1 (San Miguel Ranch) Improvement Area B 2025 Special Tax
Refunding Bonds” (the “2025 Bonds”); and
WHEREAS, in order to effect the issuance of the 2025 Bonds, the legislative body of the
District desires to enter into a Bond Indenture relating to the 2025 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 2025 Bonds to the Authority in accordance
with the terms of the Local Obligations Purchase Agreement to be entered in to by and among the
Authority, the District and certain other community facilities districts of the City participating in the
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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 2025 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; and
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 2025 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 2025 Bonds in an aggregate principal amount not to exceed
$3,000,000 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 it s fiscal affairs to issue the 2025
Bonds. The 2025 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
2025 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 Director of Finance/Treasurer, 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 2025 Bonds will
occur on or about August 19, 2025, (2) the 2025 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 2025
Bonds will bear interest at the minimum rate of 0.10% per annum, and (4) the designated cost of issuing
the 2025 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).
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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 2025 Bonds
shall be used to reduce special taxes of Improvement Area B of the District in accordance with the Act.
Section 4. The 2025 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 2025
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 dire cted, 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 2025 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 2025 Bonds is such that the principal and total net interest
cost to maturity on the 2025 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 Prior Bonds excluding the
September 1, 2025 principal payment.
Section 7. The form of the Preliminary Official Statement for the Authority Bonds
presented at this meeting is hereby approved, and the Authority 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 Authority 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 aggregate assessed value of the real property
in Improvement Area B of the District subject to the special tax to pay debt service on the 2025 Bonds
is at least three times the principal amount of the 2025 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 a nationally
recognized rating service and to obtain a municipal bond insurance policy g uaranteeing payment of
principal and interest with respect to some or all of the Authority Bonds and/or a debt service reserve
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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
Director of Finance/Treasurer, the City Clerk or their written designee, are authorized to provide for
all services necessary to effect the issuance of the 2025 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 Director of
Finance/Treasurer, the City Clerk or their written designee, are authorized to pay for the allocable share
of the cost of such services, together with the allocable share of other costs of issuance from 2025 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
Director of Finance/Treasurer, 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 2025 Bonds in accordance with the provisions of this
Resolution, the fulfillment of the purposes of the 2025 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 relat ing
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 Secti on
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.
[SIGNATURES ON THE FOLLOWING PAGE]
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Presented by Approved as to form by
Sarah Schoen Marco A. Verdugo
Director of Finance/Treasurer City Attorney
PASSED AND ADOPTED this 5th day of August, 2025, by the following vote:
AYES:
NAYS:
ABSENT:
ABSTAIN:
____________________________________
John McCann, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2025- was duly passed, approved and adopted by City Council at a regular meeting
of the Chula Vista Council held on the 5th day of August 2025.
Executed this 5th day of August 2025.
_____________________________________
Kerry K. Bigelow, MMC, City Clerk
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RESOLUTION NO. MFA - _______
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
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 NINETEEN MILLION DOLLARS
($19,000,000) 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. 2001 -1 (San Miguel
Ranch) (“CFD No. 2001-1”) previously issued the $4,930,000 City of Chula Vista Community
Facilities District No. 2001-1 (San Miguel Ranch) Improvement Area B Special Tax Refunding Bonds,
Series 2015 (the “Prior CFD No. 2001-1 Bonds”) in connection with the issuance of the Authority’s
Special Tax Revenue Refunding Bonds, Series 2015A (the “Prior Authority Bonds”); and
WHEREAS, City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village
Eleven) (“CFD No. 07-I”) previously issued the $11,845,000 City of Chula Vista Community Facilities
District No. 07-I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2015 (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. 12-I (McMillan Otay
Ranch Village Seven) (“CFD No. 12-I”) previously issued the $9,570,000 City of Chula Vista
Community Facilities District No. 12-I (McMillan Otay Ranch Village Seven) Special Tax Refunding
Bonds, Series 2015 (the “Prior CFD No. 12-I Bonds”) in connection with the issuance of the Prior
Authority Bonds; and
WHEREAS, City of Chula Vista Community Facilities District No. 13-I (Otay Ranch Village
Seven) (“CFD No. 13-I” and, together with CFD No. 2001-1, CFD No. 07-I and CFD No. 12-I, the
“Community Facilities Districts”) previously issued the $4,115,000 City of Chula Vista Community
Facilities District No. 13-I (Otay Ranch Village Seven) Special Tax Refunding Bonds, Series 2015
(the “Prior CFD No. 13-I Bonds” and, together with the Prior CFD No. 2001-1 Bonds, the Prior CFD
No. 07-I Bonds and the Prior CFD No. 12-I Bonds, the “Prior CFD Bonds”) in connection with the
issuance of the Prior Authority Bonds; and
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WHEREAS, as a result of favorable conditions in the municipal bond market, the Auth ority
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 (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 2025 (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 an improvement area 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 or
release, as applicable, 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 Official Notice of Sale, pursuant to which the Authority Bonds will be offered for
competitive sale and awarded to the winning bidder (the “Notice of Sale”);
(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”).
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.
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Section 2. The issuance of the Authority Bonds is hereby authorized in an aggregate
principal amount not to exceed $19,000,000. The Authority Bonds shall mature on the dates and pay
interest at the rates set forth in the bid for the purchase of the Authority Bonds determined by the
Authorized Officer (as defined below) to be the best responsible bid in accordance with Section 4
hereof, subject to adjustment in such principal amounts as provided for in the Notice of Sale . 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 Cha ir 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 (or any
designee thereof). 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 Notice of Sale presented at this meeting is hereby approved.
Each of the Authorized Officers is hereby authorized and directed for and in the name and on behalf
of the Authority to distribute the Notice of Sale to potential purchasers of the Authority Bonds, with
such changes and additions therein as such Authorized Officer shall determine to be necessary. The
approval of any such additions and changes shall be conclusively evidenced by such Authorized
Officer’s release of the Notice of Sale to prospective purchasers. Each of the Authorized Officers is
hereby authorized and directed, with the advice of Harrell & Company Advisors, LLC , as Municipal
Advisor, and counsel to the Authority, to accept, on behalf of the Authority, the best responsive bid for
the Authority Bonds according to the provisions of the Notice of Sale, on the date and at the hour
specified in and according to the terms and conditions as described in the Notice of Sale, as such sale
date, hour and terms may be modified as set forth in the Notice of Sale; provided however, that the net
present value savings resulting from the refunding of the Prior Authority Bonds is not less than five
percent (5.00%) of the principal amount of the Prior Authority Bonds being refunded, excluding the
September 1, 2025 principal payment.
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.
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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 with such additions thereto and changes therein as determined to be necessary by the
Executive Director, the Chief Financial Officer, or the designee thereof, including, but not limited to,
such additions and changes as are necessary to make the information therein accurate and not
misleading and to make the Preliminary Official Statement final as of its date for purposes of Rule
15c2-12 of the Securities and Exchange Commission, as amended. Each of the Authorized Officers
are authorized to approve the release of the Preliminary Official Statement to prospective purchasers
of the Authority Bonds, and to approve the form of and the use and distribution of any supplement to
the Preliminary Official Statement deemed necessary to make the Preliminary Official Statement
accurate in all material respects as of the date of sale of the Authority Bonds.
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 accurate and not misleading as of its date. Each Authorized Officer is
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 hereb y
authorized to negotiate the terms of a commitment (the “Insurance Commitment”) for bond 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 bond insurance 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
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in order to consummate the issuance and sale of the Authority Bonds and otherwise to effectuate the
purposes of this Resolution.
Section 11. 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 12. This Resolution shall take effect immediately upon its adoption.
Presented by Approved as to form by
Sarah Schoen Marco A. Verdugo
Chief Financial Officer Authority Counsel
PASSED AND ADOPTED this 5th day of August, 2025, by the following vote:
AYES:
NAYS:
ABSENT:
ABSTAIN:
____________________________________
John McCann, Chair
ATTEST:
Kerry K. Bigelow, MMC, Secretary
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry Bigelow, MMC, Secretary of the Chula Vista Municipal Financing Authority,
California, do hereby certify that the foregoing Resolution No. 2025- was duly passed, approved
and adopted by the Board of Directors of the Chula Vista Municipal Financing Authority at a regular
meeting held on the 5th day of August 2025.
Executed this 5th day of August 2025.
_____________________________________
Kerry K. Bigelow, MMC, City Clerk
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Draft 07/10/25
4902-2734-7024v5/024036-0102
INDENTURE OF TRUST
by and between
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
Dated as of August 1, 2025
$_______
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2025
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY
Section 1.1 Definitions .................................................................................................................. 2
Section 1.2 Rules of Construction............................................................................................... 11
Section 1.3 Authorization and Purpose of Bonds ....................................................................... 11
Section 1.4 Equal Security .......................................................................................................... 12
ARTICLE II
ISSUANCE OF BONDS
Section 2.1 Terms of Bonds ........................................................................................................ 12
Section 2.2 Redemption of Bonds............................................................................................... 13
Section 2.3 Form of Bonds ......................................................................................................... 15
Section 2.4 Execution of Bonds .................................................................................................. 15
Section 2.5 Transfer of Bonds..................................................................................................... 15
Section 2.6 Exchange of Bonds .................................................................................................. 16
Section 2.7 Temporary Bonds ..................................................................................................... 16
Section 2.8 Bond Register ........................................................................................................... 16
Section 2.9 Bonds Mutilated, Lost, Destroyed or Stolen ............................................................ 16
Section 2.10 Book-Entry System .................................................................................................. 17
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1 Issuance of Bonds .................................................................................................... 18
Section 3.2 Application of Proceeds of Sale of 2025 Bonds and Funds Received from
the Community Facilities Districts .......................................................................... 18
Section 3.3 Revenue Fund .......................................................................................................... 19
Section 3.4 Costs of Issuance Fund ............................................................................................ 19
Section 3.5 Purchase Fund .......................................................................................................... 19
Section 3.6 Reserve Fund ........................................................................................................... 19
Section 3.7 Rebate Fund ............................................................................................................. 19
Section 3.8 Surplus Fund ............................................................................................................ 19
Section 3.9 Validity of Bonds ..................................................................................................... 19
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 .............................. 20
Section 4.3 Reserve Fund ........................................................................................................... 22
Section 4.4 Surplus Fund ............................................................................................................ 25
Section 4.5 Investments .............................................................................................................. 26
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Section 4.6 Valuation and Disposition of Investments ............................................................... 27
ARTICLE V
COVENANTS OF THE AUTHORITY
Section 5.1 Punctual Payment ..................................................................................................... 27
Section 5.2 Extension of Payment of Bonds ............................................................................... 27
Section 5.3 Against Encumbrances ............................................................................................. 27
Section 5.4 Power to Issue Bonds and Make Pledge and Assignment ....................................... 27
Section 5.5 Accounting Records and Financial Statements ........................................................ 28
Section 5.6 Conditions to Issuance of Additional Obligations ................................................... 28
Section 5.7 Tax Covenants ......................................................................................................... 29
Section 5.8 Rebate Fund ............................................................................................................. 30
Section 5.9 Local Obligations ..................................................................................................... 32
Section 5.10 Sale of Local Obligations ......................................................................................... 33
Section 5.11 Continuing Disclosure Agreement ........................................................................... 33
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 ........................................................................................... 34
Section 6.2 Acceptance of Trusts ................................................................................................ 34
Section 6.3 Fees, Charges and Expenses of Trustee ................................................................... 37
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............................................................................................. 38
Section 6.8 Appointment of Successor Trustee .......................................................................... 38
Section 6.9 Merger or Consolidation .......................................................................................... 39
Section 6.10 Concerning any Successor Trustee .......................................................................... 39
Section 6.11 Appointment of Co-Trustee ..................................................................................... 39
Section 6.12 Indemnification; Limited Liability of Trustee ......................................................... 40
ARTICLE VII
MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 7.1 Amendment Hereof .................................................................................................. 40
Section 7.2 Effect of Supplemental Indenture ............................................................................ 41
Section 7.3 Endorsement or Replacement of Bonds After Amendment ..................................... 41
Section 7.4 Amendment by Mutual Consent .............................................................................. 42
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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 .......................................................................... 42
Section 8.3 Application of Revenues and Other Funds After Event of Default ......................... 43
Section 8.4 Power of Trustee to Control Proceedings ................................................................ 43
Section 8.5 Appointment of Receivers ....................................................................................... 44
Section 8.6 Non Waiver .............................................................................................................. 44
Section 8.7 Rights and Remedies of Bond Owners .................................................................... 44
Section 8.8 Termination of Proceedings ..................................................................................... 45
ARTICLE IX
MISCELLANEOUS
Section 9.1 Limited Liability of Authority ................................................................................. 45
Section 9.2 Benefits of Indenture Limited to Parties .................................................................. 45
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 .............................................................. 47
Section 9.7 Disqualified Bonds ................................................................................................... 48
Section 9.8 Waiver of Personal Liability .................................................................................... 48
Section 9.9 Entire Agreement; Partial Invalidity ........................................................................ 48
Section 9.10 Destruction of Cancelled Bonds .............................................................................. 48
Section 9.11 Funds and Accounts ................................................................................................. 48
Section 9.12 Notices ..................................................................................................................... 49
Section 9.13 Unclaimed Moneys .................................................................................................. 49
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 ....................................................................................... 50
Section 10.2 Payments under the Insurance Policy ...................................................................... 51
Section 10.3 Amounts Paid by Bond Insurer ................................................................................ 53
Section 10.4 Reimbursement of Bond Insurer Fees ...................................................................... 53
Section 10.5 Provision of Information to Bond Insurer ................................................................ 53
Section 10.6 Discussion of and Access to Information ................................................................ 54
Section 10.7 Notice to Bond Insurer by Trustee ........................................................................... 54
Section 10.8 Effect of Insurance Policy ........................................................................................ 54
Section 10.9 Impairment of Bond Insurer’s Rights ...................................................................... 54
Signature Page ................................................................................................................................ S-1
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Exhibit A Form of Series 2025 Bonds .................................................................................... A-1
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INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this “Indenture”), dated as of August 1, 2025, 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 a 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 2025 (the “2025 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 2025 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 delivered 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
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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 sufficiency 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 2025 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 counsel 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 _____________, or any successor thereto or assignee thereof.
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“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, 2025, both dates inclusive.
“Bonds” means collectively, the 2025 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. 2001-1, CFD No. 07-I and
CFD No. 12-I, CFD No. 13-I.
“Community Facilities District No. 2001-1” or “CFD No. 2001-1” means City of Chula Vista
Community Facilities District No. 2001-1 (San Miguel Ranch), a community facilities district formed
pursuant to the CFD Act.
“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.
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“Community Facilities District No. 12-I” or “CFD No. 12-I” means City of Chula Vista
Community Facilities District No. 12-I (McMillan Otay Ranch Village Seven) a community facilities
district formed pursuant to the CFD Act.
“Community Facilities District No. 13-I” or “CFD No. 13-I” means City of Chula Vista
Community Facilities District No. 13-I (Otay Ranch Village Seven) a community facilities district
formed pursuant to the CFD Act.
“Community Facilities District No. 2001-1 Local Obligation Indenture” means the Bond
Indenture, dated as of August 1, 2025, by and between Community Facilities District No. 2001-1 and
Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community
Facilities District No. 2001-1 (San Miguel Ranch) Improvement Area B 2025 Special Tax Refunding
Bonds.
“Community Facilities District No. 07-I Local Obligation Indenture” means the Bond
Indenture, dated as of March 1, 2024, as supplemented and amended by the First Supplement to Bond
Indenture, dated as of August 1, 2025, each 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) 2025 Special Tax Refunding Bonds.
“Community Facilities District No. 12-I Local Obligation Indenture” means the Bond
Indenture, dated as of August 1, 2025, by and between Community Facilities District No. 12-I and
Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community
Facilities District No. 12-I (McMillan Otay Ranch Village Seven) 2025 Special Tax Refunding Bonds.
“Community Facilities District No. 13-I Local Obligation Indenture” means the Bond
Indenture, dated as of August 1, 2025, by and between Community Facilities District No. 13-I and
Wilmington Trust, National Association, as trustee, relating to the City of Chula Vista Community
Facilities District No. 13-I (Otay Ranch Village Seven) 2025 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
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 interests in future
interest and principal payments on Treasuries held by a bank or trust company as custo dian, 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
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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 per iod
selected and designated by the Authority as its official fiscal year period.
“Improvement Area” means Improvement Area B of CFD No. 2001-1.
“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.
“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.
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“Insurance Policy” or “Policy” means the insurance policy issued by the Bond Insurer
guaranteeing the scheduled payment of principal of and interest on the 2025 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 March 1,
2026, and continuing thereafter so long as any Bonds remain Outstanding.
“Local Obligation Bond Indentures” means, collectively, the Community Facilities District
CFD No. 2001-1 Local Obligation Indenture, the Community Facilities District No. 07-I Local
Obligation Indenture, the Community Facilities District CFD No. 12-I Local Obligation Indenture and
the Community Facilities District CFD No. 13-I Local Obligation Indenture.
Local Obligation Bond Indentures shall also include any additional Loca l 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. 2001-1 (San Miguel
Ranch) Improvement Area B 2025 Special Tax Refunding Bonds.
(b) City of Chula Vista Community Facilities District No. 0 7-I (Otay Ranch
Village Eleven) 2025 Special Tax Refunding Bonds;
(c) City of Chula Vista Community Facilities District No. 12-I (McMillan Otay
Ranch Village Seven) 2025 Special Tax Refunding Bonds; and
(d) City of Chula Vista Community Facilities District No. 13-I (Otay Ranch
Village Seven) 2025 Special Tax Refunding Bonds.
Local Obligations shall also include any additional Local Obligations issued he reafter 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.
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“Original Purchaser” means, with respect to the 2025 Bonds, _________ 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”).
(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
* 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”).
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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. 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 Deposit 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.
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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 2015A.
“Prior Bonds” means the following series of bonds previously issued by the Community
Facilities Districts:
(a) City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village
Eleven) Special Tax Refunding Bonds, Series 2015;
(b) City of Chula Vista Community Facilities District No. 12-I (McMillan Otay Ranch
Village Seven) Special Tax Refunding Bonds, Series 2015;
(c) City of Chula Vista Community Facilities District No. 13-I (Otay Ranch Village
Seven) Special Tax Refunding Bonds, Series 2015; and
(d) City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch)
Improvement Area B Special Tax Refunding Bonds, Series 2015.
“Proportionate Share” means, unless adjusted in accordance with Section 4.3(a) hereof, for any
issue of the Local Obligations, the ratio derived by dividing the debt service of such Local Obligations
by the debt service of the Outstanding Bonds as of the Closing Date of the 2025 Bonds. The
Proportionate Share as of the Closing Date of the 2025 Bonds is set forth in Section 4.3(a) hereof.
“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 Director of Finance/Treasurer or any other Person designated
by the City Manager with respect to the matters referred to therein.
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“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 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 2025 Bonds as provided
therein and subject to the limitations set forth therein.
“Reserve Requirement” means an amount equal to the [10%] of the initial principal amount of
the 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.
“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.
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“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 Area 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 particula r time its corporate trust
business with respect to this Indenture shall be administered, which office at the date hereof is located
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.
“2025 Bonds” means the Chula Vista Municipal Financing Authority Local Agency Revenue
Refunding Bonds, Series 2025.
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 required by law to
exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have
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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 2025 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 of 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 2025 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 2025,” which shall be issued in the original aggregate principal amount of
____________ Dollars ($_______).
The 2025 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 2025 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 o f 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
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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.
Section 2.2 Redemption of Bonds.
(a) No Optional Redemption. The 2025 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 gi ve
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 2025 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 applicable, 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 pre mium 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 March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 and any Interest Payment Date thereafter 100
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(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 surrende red 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 Truste e 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 a ll 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 Owne rs 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 fai r. 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 Bond s
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of the same maturity date, of authorized denominations in aggregate principal 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 redemp tion 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.
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, the Chair 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 B onds
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 be 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 required to pay the
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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 selection 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 or
typewritten, shall be of such denominations as may be determined by the Authority and may contain
such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond
shall be executed by the Authority and be registered and authenticated by the Trustee 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 records, 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 destroyed
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, destroyed 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.
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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
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 may 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 o n 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 to 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 an d 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 Regist er, shall receive a certificated Bond evidencing 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
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(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 and 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 r egistered 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.
(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 2025 Bonds in the original aggregate principal amount set forth
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 2025 Bonds and Funds Received from
the Community Facilities Districts. Upon the receipt by the Trustee of payment for the 2025 Bonds
in the amount of $_______ (representing the purchase price for the 2025 Bonds, less $_______
transferred directly by the Original Purchaser of the 2025 Bonds to the Bond Insurer to pay the
premium on the Insurance Policy and the Reserve Surety Bond), the Trustee shall deposit such funds
as follows:
(a) $_______ of the proceeds of the 2025 Bonds shall be deposited in the Purchase
Fund for the acquisition of the Local Obligations in accordance with Section 3.5 hereof.
(b) $_______ of the proceeds of the 2025 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 2025 Bonds and will be credited to
the various accounts in the Reserve Fund as provided in Section 4.3 hereof.
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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
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 a mount
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.
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. 2001-1
Reserve Account,” the “CFD No. 07-I Reserve Account,” the “CFD No. 12-I Reserve Account” and
the “CFD No. 13-I 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 Section 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 of 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.
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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 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 this Indenture.
The Authority hereby transfers in trust, grants a security interest in and 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 forthwith 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 Distric ts 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 Revenu es 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:
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(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 app ly
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
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
an optional redemption of Additional Bonds 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 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 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
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of a payment default on an issue of Local Obligations, the Trustee shall imme diately 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
under the Insurance Policy pursuant to Sections 10.2 and 10.4 hereof, the Trustee shall transfer all
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. 2001-1 Reserve Account,
$_______ shall initially be allocated to the CFD No. 07-I Reserve Account, $_______ shall initially
be allocated to the CFD No. 12-I Reserve Account and $_______ shall initially be allocated to the
CFD No. 13-I Reserve Account, such amounts being the initial Proportionate Share of the Reserve
Requirement for each account. The initial allocations shall only be adjusted upon (i) the final maturity
of a Series of Local Obligations or the defeasance in full of a Series of Local Obligations in accordance
with the related Local Obligation Indenture or (ii) upon the issuance of Additional Bonds or additional
Local Obligations, in which case the Proportionate Share shall be adjusted based on the formula in the
definition thereof, taking into account the issuance of the Additional Bonds and additional Local
Obligations. 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. Unless adjusted in accordance with this Section 4.3(a), 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 initial allocations set forth above.
(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
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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 Principa l 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 applic able.
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:
(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 Distr ict 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 Obligati ons
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 insufficient 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.
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(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 Reserve 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
2025 Bonds, then upon the later of: (1) one (1) Business Day after receipt by the Bond Insurer of a
Notice of Nonpayment (as defined in the Reserve Surety Bond), duly execute d 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); provided,
however, that in the event that the amount on deposit in, or credited to, the Res erve 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 Chase Bank) plus
5%; and (B) the then applicable highest rate of interest on the 2025 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 impo sed or provided by the law
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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, “Polic y 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).
(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
2025 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 honor 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 thi s 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 2025 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
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amount available on each September 1 that is equal to the Proportionate Share 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 Proportionate Share 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 shall be applied among the Local
Obligations at the direction of an 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.
On September 1 of the year preceding the year of the final maturity of the Bonds, the remaining
balance in the Surplus Fund shall be credited by the Trustee on a Proportionate Share basis, to the
special tax fund established with respect to Local Obligations of the Community Facilities Di stricts.
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 Permi tted 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 , if any, 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 o f the Reserve Requirement as set forth in Section
4.3(a) hereof, be withdrawn by the Trustee on such September 1, commencing September 1, 2026, 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 affil iates 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.
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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 conf irmations
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 fo r 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 (excludi ng any brokerage commissions and excluding any
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 paid
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 maturi ty
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. Subject 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 purposes.
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
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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 Indenture 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 an d
accounts established pursuant to this Indenture. Such books of record and account shall be available
for inspection by the Authority and the Community Facilities Districts upon reasonable prior notice
during regular business hours and under reasonable c ircumstances, in each case as agreed to by the
Trustee.
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 under 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 2025 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 Additiona l 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.
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(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 Addition al Bonds set forth in
subsections (a), (b), (c), (d) and (e) 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 th e
Reserve Requirement.
So long as any 2025 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 excl usion
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.
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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 issuing 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 amounts 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 deposited 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
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 Section 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 sentence, 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.
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(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 t he Authority delivered to the
Trustee calculated as of the end of such applicable Bond Year, and any income attributable to 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
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 the 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 State s 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
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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 sourc e of funds equal to such
deficiency for transfer into the Alternative Penalty Account prior to the time such payment is due.
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 t he
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 Trustee, may, upon written
request, be withdrawn by the Trustee and remitted to the Authority and utilized in any manner by the
Authority.
(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 shal l 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
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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 Counsel 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:
(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 Trustee 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 appropriat e, 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
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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 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
ranks on a parity with or prior to the pledge granted under this Indenture. The Authority shall n ot
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-Five 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 prior 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 and subject to the following express
terms and conditions:
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(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) and other professionals 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 or other professionals in respect of any action taken or omitted by
it in accordance herewith and the other Transaction Documents.
(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 ascertain or inquire as to the
observance or performance of any covenants, conditions or agreements on the part of the Authority or
any of their directors, members, officers, agents, affiliates or employees, hereunder or under Tax
Certificate, 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 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,
judgment, 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 trut h and accuracy of any information contained
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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 t o 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 sufficienc y or
validity of any instrument, paper or proceeding, the Trustee shall , at the expense of the Authority, 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
Trustee 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.
(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 percent
(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 cash, 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
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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 put 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
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 c ommunication 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.
(p) The Trustee agrees to accept and act upon facsimile or electronic transmission
of written instructions and/or directions pursuant to this Indenture pro vided, 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, 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
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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 t o 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 of 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
removal, the Authority shall appoint a successor or successors thereto; provided that any such
successor shall be a bank, association or trust company meeting 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 Authorit y 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 th e 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 successor Trustee following the
expiration of such thirty (30) calendar day period.
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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 further 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 Authori ty 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 thereup on 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 deliver 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 veste d
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 v esting in and
confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such
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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 exercis ed 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. 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 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 Bonds
may also be modified or amended at any time by a Supplemental Indenture w hich 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, 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:
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(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
(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.
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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 at 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
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 written
approval of the Bond Insurer (so long as the Bond Insurer has not default ed 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 the
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 pa yment 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 Section 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 occur red 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
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Local Obligations, as the Trustee, being advised by counsel, shall deem most 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 th e 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 –
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 attorneys), 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 b orne 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 otherwise,
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
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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 al l 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.
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 the 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 an y
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 any such right or power
or shall be construed to be a waiver of any such defaul t 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 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 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 c ompliance 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;
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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.
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 fr om 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 re demption
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 except 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.
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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 deposit 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 full y
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
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 Busi ness 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 requir ed 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 and 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.
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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 th is 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
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 by
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 s uch 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
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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 sh all 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.
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 A uthority
(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 d eclares
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 mor e 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 Trustee 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 maintained 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.
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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 transmission,
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
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:
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 elec tronic 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 attent ion of the
General Counsel at the above address and at ___________, 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 p ayment and discharge of any of the
Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due
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 appearing on the Bond Register, a notice that
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said moneys remain unclaimed and that, after a date in said notice, which date shall no t 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 interest accruing for the period after such
nominal date, may be made or act performed or right exercised on the next succeeding Busine ss 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.
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 sha ll 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 2025 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 2025 Bonds 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 2025 Bond, the Trustee (solely with respect to the 2025 Bonds)
and each Owner of a 2025 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 respect to the 2025
Bonds) and each Owner of a 2025 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 2025 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 w ith any such Insolvency Proceeding.
Remedies granted to the Owners of 2025 Bonds shall expressly include mandamus.
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(c) The rights granted to the Bond Insurer under this Indenture or under the Local
Obligation 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 2025 Bonds and such action does not
evidence any position of the Bond Insurer, affirmative or negative, as to whether the consent of the
Owners of the 2025 Bonds or any other person is required in addition to the consent of the Bond
Insurer.
(d) 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.
(e) 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 2025 Bonds due on such Payment Date, the Trustee shall give notice to the Bond Insurer
and to its designated agent (if any) (the “Bond 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 2025 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 2025 Bonds and the amount
required to pay principal of the 2025 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 2025 Bonds
paid by the Bond Insurer, whether by virtue of maturity or other advancement of maturity, on its books
as a reduction in the principal amount of 2025 Bonds registered to the then current Owners of the 2025
Bonds, whether DTC or its nominee or otherwise, and shall issue a replacement 2025 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 2025 Bond shall have no effect on the amount of
principal or interest payable by the Authority on any 2025 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 2025 Bond. The Bond Insurer shall have the right to
inspect such records at reasonable times upon reasonable notice to the Trustee.
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(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 2025 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 2025 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 2025 Bonds in the same manner as
principal and interest payments are to be made with respect to the 2025 Bonds under the sections hereof
regarding payment of 2025 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 2025 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 Bond 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 2025 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 2025 Bonds, the Local Obligations 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 or rebate only after
the payment of past due and current debt service on the 2025 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 2025
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.
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Section 10.3 Amounts Paid by Bond 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 2025 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.
Section 10.4 Reimbursement of Bond 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, (i ii)
any amendment, waiver or other action with respect to, or related to, this Indenture or any other
Transaction Document whether or not executed or completed, or (iv) any litigation or other dispute in
connection with this Indenture or any other Transact ion 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 Bond 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 under this Indenture and any Local Obligation Bond
Indenture 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 transfer of any payment of principal of, or interest
on, the 2025 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
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(i) Unless otherwise posted on Electronic Municipal Market Access website of the
Municipal Securities Rulemaking Board, 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.
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 2025 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 Bond Insurer by Trustee. The Trustee shall notify the Bond Insurer
of any failure of the Authority or the Community Facilities Districts to provide notices, certificates 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 2025 Bonds or the rights of the Owners of the 2025 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 Bond 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
2025 Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior
written consent of the Bond Insurer.
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IN WITNESS WHEREOF, the Authority has caused this Indenture to be executed by the Chief
Financial Officer 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:
Chief Financial Officer
ATTEST:
Secretary
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF SERIES 2025 BOND
R-__ $__________
UNLESS THIS 2025 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 2025 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 2025
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NUMBER:
____% September 1, 20__ August __, 20__ _________
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 her einafter
defined) next preceding the date of authentication of this 2025 Bond (unless this 2025 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 2025 Bond is authenticated on or prior to February 15,
2026 in which event it shall bear interest from the Dated Date identified above; provided, however,
that if, at the time of authentication of this 2025 Bond, interest is in default on this 2025 Bond, this
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2025 Bond shall bear interest from the Interest Payment Date to which interest hereon has previously
been paid or made available for payment or from the Dated Date if no interest has been paid or made
available for payment), payable semiannually on September 1 and March 1 in each year, commencing
March 1, 2026 (each, an “Interest Payment Date”) until the Maturity Date stated above or date of
redemption of this 2025 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 2025 Bonds in the aggregate principal amount of $1,000,000 or more upon
written instructions of any such registered owner filed with the Trustee in writing at least five (5)
Business Days before the Record Date for such Interest Payment Date.
This 2025 Bond is one of a duly authorized issue of bonds of the Authority designated the
“Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2025”
(the “2025 Bonds”), limited in principal amount to __________ Dollars ($_______), secured by an
Indenture of Trust dated as of August 1, 2025 (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 2025 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 incorporated 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 2025 Bond is a limited obligation of the Authority, payable solely from the Revenues and
funds pledged under the Indenture. This 2025 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 (e xcept 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 2025 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
2025 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 other
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 2025 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 2025 Bonds. The
2025 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 2025 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
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Indenture. The obligations of the Community Facilities Districts to make payme nts of principal and
interest on the Local Obligations are limited obligations secured only as set forth therein.
The 2025 Bonds are not subject to optional redemption prior to maturity.
The 2025 Bonds are subject to special redemption on any Interest Pa yment 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 March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 and any Interest Payment Date thereafter 100
Notice of redemption with respect to the 2025 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 2025 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 2025 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 2025 Bonds shall have no rights except to receive payment of the redemption price
upon the surrender of the 2025 Bonds.
If this 2025 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 2025 Bonds are issuable as fully registered 2025 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 2025 Bonds may be exchanged at the Trust Office of
the Trustee for a like aggregate principal amount and maturity of fully registered 2025 Bonds of other
authorized denominations.
This 2025 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 2025 Bond. Upon such transfer a new fully registered 2025 Bond or 2025 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 2025 Bond (i) during the 15 days prior to selection of 2025 Bonds for redemption, or
(ii) selected for redemption.
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The Authority and the Trustee may treat the Registered 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 2025
Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner,
to the extent, and upon the terms provided in t he Indenture; provided that no such modification or
amendment shall (a) extend the maturity of or reduce the interest rate on any 2025 Bond or otherwise
alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums a t
the time and place and at the rate and in the currency provided therein of any 2025 Bond without the
express written consent of the owner of such 2025 Bond, (b) reduce the percentage of 2025 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 2025 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 2025 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 2025 Bond shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication hereon shall have been signed by the
Trustee.
IN WITNESS WHEREOF, the CHULA VISTA MUNICIPAL FINANCING AUTHORITY
has caused this 2025 Bond to be executed in its name and on its behalf by the facsimile signature of its
Chair and attested by the facsimile signature of its Secretary, all as of the date set forth above.
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Chair
Attest:
Secretary
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[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the 2025 Bonds described in the within-mentioned Indenture.
Date: _______, 2025 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 2025 Bonds. A signed copy is on file in my office.
Secretary of the Board of Directors of Chula
Vista Municipal Financing Authority
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[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 2025 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 2025 Bond in every
particular without alteration or enlargement or
any change whatsoever
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[FORM OF STATEMENT OF INSURANCE]
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BOND INDENTURE
Between
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1
(SAN MIGUEL RANCH)
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
$_______
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1
(SAN MIGUEL RANCH)
IMPROVEMENT AREA B
2025 SPECIAL TAX REFUNDING BONDS
Dated as of August 1, 2025
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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 ................................................................................ 11
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 ........................................................................... 13
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 ................................................................................................................. 18
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 ............................................... 20
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
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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 .......................... 27
Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity
Bonds .......................................................................................................................... 28
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 ........................................... 34
Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35
Section 8.5. Appointment of Receivers .......................................................................................... 35
Section 8.6. Non-Waiver ................................................................................................................. 35
Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36
Section 8.8. Termination of Proceedings ........................................................................................ 36
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
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Section 10.9. Future Contracts .......................................................................................................... 43
Section 10.10. Further Assurances ...................................................................................................... 43
Section 10.11. Entire Agreement; Severability ................................................................................... 43
Section 10.12. Notices ........................................................................................................................ 43
Signature Page ................................................................................................................................... S-1
EXHIBIT A FORM OF 2025 SPECIAL TAX REFUNDING BOND ......................................... A-1
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BOND INDENTURE
THIS BOND INDENTURE dated as of August 1, 2025 (the “Indenture”), is made and entered
into by the City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch) and
Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula Vista
Community Facilities District No. 2001-1 (San Miguel Ranch) Improvement Area B 2025 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. 2001-1 (San
Miguel Ranch) (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 2015A to refinance certain public improvements; and
WHEREAS, on August 5, 2025, the legislative body of the District adopted Resolution
No. 2025-___ (the “Resolution”) authorizing the issuance and sale of special tax refunding bonds for
the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities
District No. 2001-1 (San Miguel Ranch) Improvement Area B 2025 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:
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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 a nd
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 e stablished pursuant
to Section 3.1 hereof.
“Administrative Expense Requirement” means $30,000.
“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 Fun d 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 August 1, 2025, 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.
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“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 Aut horized
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. 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”).
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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 Deposit 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 purc hase) 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 Director of Finance/Treasurer or any other Person designated by the City Manager
or by an Authorized Officer to undertake the action referenced in this Indenture 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 2 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.
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“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. 2001-1
(San Miguel Ranch) Improvement Area B 2025 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. 2001-1 Reserve Account” means the account by that name established by the
Authority Indenture.
“City” means the City of Chula Vista, 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 obligatio n 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.
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“District” means the City of Chula Vista Community Facilities District No. 2001-1 (San
Miguel Ranch) 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 August 1, 2025, 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 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;
(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 March 1, 2026,
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.
“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.
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“Ordinance” means and ordinance of the City levying the Special Taxes, including Ordinance
No. 2850 adopted by the legislative body of the District on January 15, 2002, as amended by Ordinance
No. 2994, adopted by the legislative body of the District on February 15, 2005.
“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, pa rtnerships, 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 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 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 2015A.
“Prior Bonds” means the District’s Improvement Area B Special Tax Refunding Bonds, Series
2015, currently outstanding in the aggregate principal amount of $3,410,000.
“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. 2001-1 Reserve
Account of the Reserve Fund, including any proportionate share of any Policy Costs.
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“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 Secti on 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. 2001-415 adopted by the legislative body of
the District on December 4, 2001, 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 December 4, 2001 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 any Parity Bonds for which Sinking Fund Payments are established in a
Supplemental Indenture.
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“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 th e 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 Distr ict,
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 payme nt 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
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security interest in, all of t he 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 a mounts 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 f und 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, o r 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 FACILITIE S
DISTRICT NO. 2001-1 (SAN MIGUEL RANCH) IMPROVEMENT AREA B 2025 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 March 1, 2026 and each Interest
Payment Date thereafter:
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Maturity Date
(September 1) Principal Amount Interest Rate
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 imm ediately 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 de fault, 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 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 ac count 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
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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 acting or deputy clerk, in their
capacity as officers of the District. In ca se 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 Bon ds 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 authent icated 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 busin ess 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.
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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 canc ellation 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 o f (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 deliverin g 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 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.
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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. 2001-1 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. 2001-1 Improvement Area B
Administrative Expense Fund (the “Administrative Expense Fund”); and
(3) The Community Facilities District No. 2001-1 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) shall be received
by the Trustee and transferred to the Escrow Agent for deposit in the escrow fund created under the
Escrow Agreement.
(c) The amount of $_______ received by the Trustee from the fiscal agent for the
Prior Bonds shall be deposited in the Administrative Expense Fund.
(d) 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 to
the Trustee for deposit in the Special Tax Fund to be held by the Trustee in trust for the Owners. The
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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 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. 2001-1 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
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
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Reserve Account to the Reserve Requirement and to restore the CFD No. 2001-1 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. 2001-1 Reserve Account to the
Proportionate Share, an Authorized Representative of the City m ay 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 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 Additi onal 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 amounts
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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 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 redemptio n 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. 2001-1 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.
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(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 re deemed 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 an d 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 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 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. 2001-1 Reserve Account to restore the CFD No. 2001-1
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 gros s 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
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 th e limitations set forth
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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 t he 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 Dis trict
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 in vestment.
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
no additional cost and other trade confirmations may be obtained from the applicable br oker. 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 o r disposition of any
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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 March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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.
(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 o f 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.
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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 one maturi ty, 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 principal thereof, together with any
premium, and interest accrued to the redemption date, and t hat 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.
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 ho lding
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:
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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 Parity 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
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
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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 t he 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 an d 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,
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.
2001-1 Reserve Account to the Proportionate Share and pay all Policy Costs resulting from the
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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. 2001-1 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. 2001-1 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
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.
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(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 a ction 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 spec ial 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
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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 accept ance 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 Bon ds 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 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.
(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.
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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 fed eral 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 b e
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
(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 suc h 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
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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 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 pri ncipal 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 B onds. 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 pursuan t 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.
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 ta ken as hereinabove provided, the District may
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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 ap pointed 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 kee p 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.
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 exe rcise 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
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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 a ppointment
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 T rustee 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 addr esses 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 (including
with respect to reasonable attorneys’ fees a nd expenses), petition any court of competent jurisdiction
for the appointment of a successor Trustee and other appropriate relief, and such court may thereupon,
after such notice (if any) as it may deem proper, appoint such successor Trustee and grant such other
relief.
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
shall be under no responsibility or duty with respect to the issuance o f 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 action taken or errors of judgment made in good faith by it or any of
its officers, employees or agents, unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts.
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The Trustee shall be entitled to request and receive written instructions from the District a nd/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,
judgment, decree, 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, the Trustee may, at the expense of District, request written certificates of the District and/or
opinions of counsel, and 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 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
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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 governmental
action or inaction pertaining to the project, malici ous 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 b e
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 and expressly
set forth in this Indenture and no implied duties or obligations shall be read into this Indenture again st
the Trustee. 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
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the Trustee in its sole and absolute 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 de signated 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 f unds 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;
(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
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the reasonable opinion of the District the default stated in the notice can be corrected, but not with in
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 o f,
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 sh all 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.
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
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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 th e 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.
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
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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 re medies 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 th e
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 sha ll 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, a nd 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.
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.
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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 meanin g
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 ful ly 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
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 B ond 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 mo neys or
securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium,
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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), a nd 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 Inde nture. 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 de liver 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 u nder 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
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:
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(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. 2001-1 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 excl uded 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 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;
(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,
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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 Distri ct 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
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 fol lowing 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
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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 suc h 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 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 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
to their former positions, rights and remedies as if such suit, action or proceeding had n ot 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.
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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, rehabili tation 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. Remedies
granted to the Owners of the Bonds shall expressly include mandamus. The Bond Insu rer 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;
(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;
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(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) Unless otherwise posted on the Electronic Municipal Market Access website
of the Municipal Securities Rulemaking Board, 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 payabl e 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 Indenture 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 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.
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
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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 sha ll 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. _______; (___) ___-_____; Email: ____________.
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 at the above address and at generalcounsel@agltd.com and shall be marked to indicate
“URGENT MATERIAL ENCLOSED.”
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 2001-1 (SAN MIGUEL RANCH) has caused this Bond Indenture to be signed by its
Director of Finance/Treasurer 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. 2001-1 (SAN MIGUEL
RANCH)
By:
Director of Finance/Treasurer of the City of
Chula Vista, acting on behalf of City of Chula
Vista Community Facilities District No. 2001-1
(San Miguel Ranch)
ATTEST:
City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 2001-1 (San Miguel
Ranch)
[SIGNATURES CONTINUED ON NEXT PAGE.]
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[SIGNATURE PAGE CONTINUED.]
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF 2025 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. 2001-1
(SAN MIGUEL RANCH)
IMPROVEMENT AREA B
2025 SPECIAL TAX REFUNDING BONDS
INTEREST RATE: MATURITY DATE: DATED DATE:
_________% September 1, 20__ August __, 2025
REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
under that certain Indenture of Trust dated as of August 1, 2025 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. 2001-1 (SAN
MIGUEL RANCH) (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 Prin cipal 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 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
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final maturity date of the Bonds (each an “Interest Payment Date”), commencing March 1, 2026 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 “City of Chula Vista Community Facilities
District No. 2001-1 (San Miguel Ranch) Improvement Area B 2025 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 issuan ce 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 August
5, 2025, and a Bond Indenture, dated as of August 1, 2025, 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 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 Legislative Body, a s 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:
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Redemption Dates Redemption
Prices
Any Interest Payment Date from March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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 fo rth 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 th e 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
ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY LIMITATION OR RESTRICTION.
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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. 2001-1 (San
Miguel Ranch) has caused this Bond to be dated August __, 2025, 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.
CITY OF CHULA VISTA COMMUNITY
FACILITIES DISTRICT NO. 2001-1 (SAN MIGUEL
RANCH)
By:
Mayor of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 2001-1 (San Miguel
Ranch)
ATTEST:
City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 2001-1 (San Miguel
Ranch)
[FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within-defined Indenture.
Dated: ________________ WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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[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, acting on behalf
of City of Chula Vista Community Facilities District
No. 2001-1 (San Miguel Ranch)
[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.
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FIRST SUPPLEMENT TO BOND INDENTURE
Between
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 07-I
(OTAY RANCH VILLAGE ELEVEN)
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
Relating to
$_________
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 07-I
(OTAY RANCH VILLAGE ELEVEN)
2025 SPECIAL TAX REFUNDING BONDS
Dated as of August 1, 2025
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FIRST SUPPLEMENT TO BOND INDENTURE
THIS FIRST SUPPLEMENT TO BOND INDENTURE dated as of August 1, 2025 (the “First
Supplement”), governs the terms of City of Chula Vista Community Facilities District No. 07-I (Otay
Ranch Village Eleven) 2025 Special Tax Refunding Bonds, which are being issued as Parity Bonds in
accordance with the Bond Indenture (the “Original Bond Indenture”) dated as of March 1, 2024, by
and between City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven)
(the “District”) and Wilmington Trust, National Association (the “Trustee”), as trustee. The Original
Bond Indenture and this First Supplement are hereinafter collectively referred to as the “Indenture.”
RECITALS :
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 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 (the “Authority”) of its Special
Tax Revenue Refunding Bonds, Series 2015A to refinance certain public improvements; and
WHEREAS, the District has previously issued its 2024 Special Tax Refunding Bonds (the
“2024 Bonds”) pursuant to the Original Indenture, which 2024 Bonds are currently outstanding in the
principal amount of $8,635,000; and
WHEREAS, on August 5, 2025, the legislative body of the District a dopted Resolution
No. 2025-___ (the “Resolution”) authorizing the issuance and sale of special tax bonds for the District
pursuant to the Indenture designated as the “City of Chula Vista Community Facilities District No. 07-
I (Otay Ranch Village Eleven) 2025 Special Tax Refunding Bonds” (the “2025 Bonds”), which are
being issued as Parity Bonds under the Original Indenture; and
WHEREAS, the District has determined all requirements of the Act for the issuance of the
2025 Bonds as Parity Bonds under the terms of the Original Bond Indenture, as supplemented by this
First Supplement, have been satisfied; and
WHEREAS, the 2025 Bonds, the outstanding 2024 Bonds and any additional Parity Bonds will
be payable from the Special Taxes to the extent set forth in the Indenture; and
WHEREAS, pursuant to Section 6.1(c) and (f) of the Original Bond Indenture, the District
desires to amend the Original Bond Indenture as set forth herein in connection with the issuance of the
2025 Bonds and the District has determined that such amendment is not materially adverse to the
Owners; and
NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which
the 2025 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 2025 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 2025 Bonds as follows:
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ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms not otherwise defined herein shall have the
meaning set forth in the Original Bond Indenture provided that the following definitions are added and,
where applicable, shall supersede any different definition of the same capitalized term provided in the
Original Bond Indenture as to the 2025 Bonds. In addition, the following terms shall have the
following meanings when used in this First Supplement.
“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.
“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 August 1, 2025, 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.
“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.
“CFD No. 07-I Reserve Account” means the account by that name established by the Authority
Indenture.
“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 August 1, 2025, between the
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.
“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,
2025, and the final maturity date of the 2025 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 Int erest Payment
Date to and including such date, will be paid on the Business Day next preceding such date.
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“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.
“Prior Authority Bonds” means the Chula Vista Municipal Financing Authority Special Tax
Revenue Refunding Bonds, Series 2015A.
“Prior Bonds” means the District’s Special Tax Refunding Bonds, Series 2015, currently
outstanding in the aggregate principal amount of $9,190,000.
“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 Policy Costs.
“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 2025 Bonds representing the reserve requirement
established under the Authority Indenture.
“Reserve Requirement” means zero with respect to the 2025 Bonds.
ARTICLE II
GENERAL AUTHORIZATION AND BOND TERMS
Section 2.1. Amount, Issuance, Purpose and Nature of 2025 Bonds. Under and pursuant
to the Act and the Original Bond Indenture, as supplemented by this First Supplement, the 2025 Bonds
in the aggregate principal amount of $_________ shall be issued as Parity Bonds governed by the terms
of the Original Bond Indenture, as supplemented by this First Supplement, 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. Description of Bonds; Interest Rates. The 2025 Bonds shall be designated
“City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2025 Special
Tax Refunding Bonds.” The 2025 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 March 1, 2026 and each
Interest Payment Date thereafter:
Maturity Date
(September 1) Principal Amount Interest Rate
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Section 2.3. Form of 2025 Bonds. The definitive 2025 Bonds shall be typewritten. The
2025 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 2025 Bonds and of the
certificate of authentication.
Only the 2025 Bonds which 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 the Indenture, and no 2025
Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have
been duly executed by the Trustee.
Section 2.4. Registration. The 2025 Bonds shall be initially delivered in the form of a
separate single fully registered 2025 Bond (which may be typewritten) for each maturity of the 2025
Bonds. Upon initial delivery, the ownership of each such 2025 Bond shall be registered in the
registration books kept by the Trustee in the name of the Authority Trustee.
Section 2.5. Conditions to Issuance of 2025 Bonds. The 2025 Bonds shall not be issued
unless and until the conditions for the issuance of the 2025 Bonds as Parity Bonds pursuant to 9.2 of
the Original Bond Indenture, as supplemented and amended by this First Supplement, shall have been
satisfied or will be satisfied upon the issuance of the 2024 Bonds.
ARTICLE III
APPLICATION OF PROCEEDS OF 2025 BONDS
Section 3.1. Application of Proceeds.
(a) Proceeds from the sale of the 2025 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 purchaser’s discount)
shall be received by the Trustee and transferred to the Escrow Agent for deposit in the escrow fund
created under the Escrow Agreement:
(b) The amount of $_________ received by the Trustee from the fiscal agent for
the Prior Bonds shall be deposited in the Administrative Expense Fund.
The Trustee may, in its discretion, establish a temporary fund or account in its books and
records to facilitate such transfers.
ARTICLE IV
REDEMPTION OF 2025 BONDS
Section 4.1. Redemption of 2025 Bonds.
(a) No Optional Redemption. The 2025 Bonds are not subject to optional
redemption prior to maturity.
(b) Special Mandatory Redemption. The 2025 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
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pursuant to Section 3.2 of the Original Bond Indenture at the following redemption prices, expressed
as a percentage of the principal amount to be redeemed, together with accrue d interest to the
redemption date:
Redemption Date Redemption Price
Any Interest Payment Date from March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 and any Interest Payment Date thereafter 100
ARTICLE V
AMENDMENTS
Section 5.1. Amendment to Section 9.2 of the Original Bond Indenture. The first
paragraph of Section 9.2(c)(5) of the Original Bond Indenture is hereby amended and restated to state
as follows:
“(5) a certificate of an Independent Financial Consultant certifying that in each Bond Year,
prior to the Bond Year ending September 1, 2034, the Annual Debt Service on the Bonds and Parity
Bonds to remain Outstanding following the issuance of the Parity Bonds pr oposed 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”
MISCELLANEOUS
Section 5.2. Provisions of Original Bond Indenture in Effect. Except as expressly
modified herein, all of the provisions of the Original Bond Indenture shall remain in full force and
effect.
Section 5.3. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this
First Supplement shall for any reason be held illegal, invalid or unenforceable, such holding shall not
affect the validity of the remaining portions of this First Supplement. The District hereby declares that
it would have entered into this First Supplement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issuance of the 2025 Bonds pursuant thereto irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this First
Supplement may be held illegal, invalid or unenforceable.
Section 5.4. Execution in Counterparts. This First Supplement 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.
Section 5.5. Governing Law. This First Supplement shall be construed and governed in
accordance with the laws of the State of California applicable to contracts made and performed in such
state.
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IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 07-I (OTAY RANCH VILLAGE ELEVEN) has caused this First Supplement to
Bond Indenture to be signed by an Authorized Representative of the District and Wilmington Trust,
National Association in token of its acceptance of the trust created hereunder, has caused this First
Supplement to Bond Indenture to be signed in its corporate name by its officers 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:
Mayor 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)
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Signatory
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EXHIBIT A
FORM OF SPECIAL TAX BOND
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)
2025 SPECIAL TAX REFUNDING BOND
INTEREST RATE: MATURITY DATE: DATED DATE:
_________% September 1, 20__ ____________
REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
under that certain Indenture of Trust dated as of March 1, 2025, as
supplemented and amended by that certain First Supplement to Bond
Indenture, dated as of August 1, 2025, each 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 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 Se ptember 1 and the
final maturity date of the Bonds (each an “Interest Payment Date”), commencing March 1, 2026, 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
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presentation and surrender of this Bond at the Principal Office of the Trustee, initially Wilm ington
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) 2025 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 a nd 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 Di strict (the “Legislative Body”), on August 5, 2025, and a
Bond Indenture, dated as of March 1, 2024, as supplemented by the First Supplement to Bond
Indenture, dated as of August 1, 2025, each 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 on a parity with the District’s 2024 Special Tax Refunding Bonds 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 Dis trict 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 th e redemption
date:
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Redemption Dates Redemption
Prices
Any Interest Payment Date from March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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 li mitations 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
ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY LIMITATION OR RESTRICTION.
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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. 07-I (Otay
Ranch Village Eleven) has caused this Bond to be dated August __, 2025, to be signed on behalf of the
District by the Mayor, by his facsimile signature and attested by the facsim ile signature of the City
Clerk.
CITY OF CHULA VISTA COMMUNITY
FACILITIES DISTRICT NO. 07-I (OTAY RANCH
VILLAGE ELEVEN)
By:
Mayor of the City of Chula Vista, acting on
behalf 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 on
behalf of City of Chula Vista Community
Facilities District No. 07-I (Otay Ranch Village
Eleven)
[FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within-defined Indenture.
Dated: _______________ WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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[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.
Acting City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community Facilities
District No. 07-I (Otay Ranch Village Eleven)
[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.
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BOND INDENTURE
Between
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
(MCMILLAN OTAY RANCH VILLAGE SEVEN)
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
$_______
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
(MCMILLAN OTAY RANCH VILLAGE SEVEN)
2025 SPECIAL TAX REFUNDING BONDS
Dated as of August 1, 2025
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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 ................................................................................ 11
Section 2.7. Execution and Authentication ..................................................................................... 12
Section 2.8. Bond Register .............................................................................................................. 12
Section 2.9. Registration of Exchange or Transfer ......................................................................... 12
Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 13
Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 13
ARTICLE III
CREATION OF FUNDS AND APPLICATION OF PROCEEDS
Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 13
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 ................................................................................................................. 18
ARTICLE IV
REDEMPTION OF BONDS AND PARITY BONDS
Section 4.1. Redemption of Bonds ................................................................................................. 19
Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 20
Section 4.3. Notice of Redemption ................................................................................................. 20
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 ..................................................................................................................... 22
Section 5.2. Covenants .................................................................................................................... 22
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ARTICLE VI
AMENDMENTS TO INDENTURE
Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 26
Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 27
Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity
Bonds .......................................................................................................................... 28
ARTICLE VII
TRUSTEE
Section 7.1. Trustee ......................................................................................................................... 29
Section 7.2. Removal of Trustee ..................................................................................................... 29
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 ................................................................................................... 33
Section 8.3. Application of Revenues and Other Funds After Default ........................................... 34
Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35
Section 8.5. Appointment of Receivers .......................................................................................... 35
Section 8.6. Non-Waiver ................................................................................................................. 35
Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36
Section 8.8. Termination of Proceedings ........................................................................................ 36
ARTICLE IX
DEFEASANCE AND PARITY BONDS
Section 9.1. Defeasance .................................................................................................................. 36
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 .............................................................................................................. 41
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
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Section 10.9. Future Contracts .......................................................................................................... 43
Section 10.10. Further Assurances ...................................................................................................... 43
Section 10.11. Entire Agreement; Severability ................................................................................... 43
Section 10.12. Notices ........................................................................................................................ 43
Signature Page ................................................................................................................................... S-1
EXHIBIT A FORM OF 2025 SPECIAL TAX REFUNDING BOND ......................................... A-1
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BOND INDENTURE
THIS BOND INDENTURE dated as of August 1, 2025 (the “Indenture”), is made and entered
into by the City of Chula Vista Community Facilities District No. 12-I (McMillan Otay Ranch Village
Seven) and Wilmington Trust, National Association, as trustee, and governs the terms of the City of
Chula Vista Community Facilities District No. 12-I (McMillan Otay Ranch Village Seven) 2025
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”), h as heretofore
undertaken proceedings to form City of Chula Vista Community Facilities District No. 12-I (McMillan
Otay Ranch Village Seven) (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 2015A to refinance certain public improvements; and
WHEREAS, on August 5, 2025, the legislative body of the District adopted Resolution
No. 2025-___ (the “Resolution”) authorizing the issuance and sale of special tax refunding bonds for
the District pursuant to this Indenture designated as the “City of Chula Vista Community Facilities
District No. 12-I (McMillan Otay Ranch Village Seven) 2025 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:
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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 respec t 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 o rder 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 $30,000.
“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 August 1, 2025, 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.
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“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. 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”).
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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 t he Federal Deposit Insurance Corporation
(“FDIC”), including the Deposit 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 advisor y 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 Director of Finance/Treasurer or any other Person designated by the City Manager
or by an Authorized Officer to undertake the action referenced in this Indenture 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 2 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.
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“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. 12-I
(McMillan Otay Ranch Village Seven) 2025 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 close d.
“Certificate of an Authorized Representative” means a written certificate or warrant request
executed by an Authorized Representative of the City.
“CFD No. 12-I Reserve Account” means the account by that name established by the Authority
Indenture.
“City” means the City of Chula Vista, 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.
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“District” means the City of Chula Vista Community Facilities District No. 12-I (McMillan
Otay Ranch Village Seven) 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 August 1, 2025, 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 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 March 1, 2026,
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.
“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. 3021 adopted by the legislative body of the District on September 20, 2005.
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“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 provid ed 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 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 2015A.
“Prior Bonds” means the District’s Special Tax Refunding Bonds, Series 2015, currently
outstanding in the aggregate principal amount of $6,615,000.
“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. 12-I 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 approved pursuant to the Resolution of Formation, as may be amended in accordance
with the Act and this Indenture.
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“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 Pari ty Bonds.
“Resolution of Formation” means Resolution No. 2005-285 adopted by the legislative body of
the District on August 23, 2005, pursuant to which the City formed the District.
“Sinking Fund Payment” means the annual payment to be deposited in the Red emption
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 23, 2005 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 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
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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, cha rge,
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 t he 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
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 again st the District, its successors,
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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 o ther 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 t rust 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 t o 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 amen ded, 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. 12-I (MCMILLAN OTAY RANCH VILLAGE SEVEN) 2025 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 s hall be subject to and
shall bear interest at the rates set forth in the table below payable on March 1, 2026 and each Interest
Payment Date thereafter:
Maturity Date
(September 1) Principal Amount Interest Rate
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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,
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
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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, int erest 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 acting or 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 de livered 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, an d,
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 t he
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 T rustee 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
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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 bo th 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 Bo nd 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 pursuant to the Ac t 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. 12-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);
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(2) The Community Facilities District No. 12-I Administrative Expense
Fund (the “Administrative Expense Fund”); and
(3) The Community Facilities District No. 12-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) shall be received
by the Trustee and transferred to the Escrow Agent for deposit in the escrow fund created under the
Escrow Agreement.
(c) The amount of $_______ received by the Trustee from the fiscal agent for the
Prior Bonds shall be deposited in the Administrative Expense Fund.
(d) 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 princ ipal
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 Taxe s 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;
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(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 Sep tember 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. 12-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) Busi ness 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
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 I nterest 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. 12-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. 12-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.
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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 Ac count
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 Inter est
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 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
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Principal Account of the Special Tax Fund in a ccordance 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 shal l 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. 12-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 t o 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 Distri ct 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 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 intere st
on the next following Interest Payment Date.
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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 i ncluded 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 a nd 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. 12-I Reserve Account to restore the CFD No. 12-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 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 yie ld 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 a s the same become due.
(b) In the absence of written directions from the District, the Trustee shall hold
such moneys uninvested.
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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 suc h
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 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
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, acquisitio n 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
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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 March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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.
(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 o f 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 one maturi ty, 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
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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 t hat 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.
In addition to the foregoing notice, further notice shall be given by the Trustee as set ou t 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 hold ing
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 Parity 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.
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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 amoun t 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 Ow ners 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
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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 othe r 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 u pon
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. 12-
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 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 t han 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
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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. 12-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. 12-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
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 t he
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
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from taking any action which will cause Authority Bonds issu ed 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 an y 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 Bon ds 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 bo nds” 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
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 ma ximum 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 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 will equal at least 110% of the sum of the estimated Administrative Ex penses 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 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.
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(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 assu ring 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 finan cial 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.
(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 re solution 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
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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 si milar 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 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.
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 Su pplemental 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 consented to and approved by
the Owners of not less than a majority in aggregate principal amount of the Bonds and Parity Bonds
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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 consen t 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.
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 b e 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.
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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 impose d
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.
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, da mages, 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 ther eto; 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 a ny supervising or
examining authority above referred to, then for the purposes of this section the combined capital and
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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 t he
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 Distric t (including
with respect to reasonable attorneys’ fees and expenses), petition any court of competent jurisdiction
for the appointment of a successor Trustee and other appropriate relief, and such court may thereupon,
after such notice (if any) as it may deem proper, appoint such successor Trustee and grant such other
relief.
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 responsib ility 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
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 action taken or errors of judgment made in good faith by it or any of
its officers, employees or agents, 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 d irection 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 (satisfactor y
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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 affilia tes 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,
judgment, decree, 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 th erein.
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, the Trustee may, at the expense of District, request written certificates of the District and/or
opinions of counsel, and 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 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, st rikes, freight embargoes,
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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 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 b e 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 re tained 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 and expressly
set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against
the Trustee. 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 absolute 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
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to sign for the party signing such instructions and/or directions, and (b) the Trustee shall have received
a current incumbency certificate containing t he 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;
(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 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,
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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 t heir 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 m embers, 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 t o
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.
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 inter est on the Bonds and Parity Bonds
then due and unpaid on a pro rata basis based on the total amount then due and owing,
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(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.
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 n ot
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
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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 th eir 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.
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 sh all 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 a nd
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
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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
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 Bon ds 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 lega lly 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.
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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 he reunder 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 oc curred.
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 securi ng 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
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;
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(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. 12-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 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 a nd 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 t he 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;
(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 enforcemen t 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;
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(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
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.
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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
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,
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(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;
(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;
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(h) Unless otherwise posted on the Electronic Municipal Market Access website
of the Municipal Securities Rulemaking Board, 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 Indenture 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 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.
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 sha ll 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. _______; (___) ___-_____; Email: ____________.
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
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General Counsel at the above address and at generalcounsel@agltd.com and shall be marked to indicate
“URGENT MATERIAL ENCLOSED.”
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 12-I (MCMILLAN OTAY RANCH VILLAGE SEVEN) has caused this Bond
Indenture to be signed by its Director of Finance/Treasurer 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. 12-I (MCMILLAN
OTAY RANCH VILLAGE SEVEN)
By:
Director of Finance/Treasurer of the City of
Chula Vista, acting on behalf of City of Chula
Vista Community Facilities District No. 12-I
(McMillan Otay Ranch Village Seven)
ATTEST:
City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 12-I (McMillan Otay
Ranch Village Seven)
[SIGNATURES CONTINUED ON NEXT PAGE.]
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[SIGNATURE PAGE CONTINUED.]
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF 2025 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. 12-I
(MCMILLAN OTAY RANCH VILLAGE SEVEN)
2025 SPECIAL TAX REFUNDING BONDS
INTEREST RATE: MATURITY DATE: DATED DATE:
_________% September 1, 20__ August __, 2025
REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
under that certain Indenture of Trust dated as of August 1, 2025 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. 12-I (MCMILLAN
OTAY RANCH VILLAGE SEVEN) (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 re gistered 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 fro m 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 March 1, 2026 at the
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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 O wner’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. 12-I (McMillan Otay Ranch Village Seven) 2025 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 outst anding 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 August
5, 2025, and a Bond Indenture, dated as of August 1, 2025, 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 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:
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Redemption Dates Redemption
Prices
Any Interest Payment Date from March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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 t o 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 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 registe red 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.
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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. 12-I
(McMillan Otay Ranch Village Seven) has caused this Bond to be dated August __, 2025, 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.
CITY OF CHULA VISTA COMMUNITY
FACILITIES DISTRICT NO. 12-I (MCMILLAN
OTAY RANCH VILLAGE SEVEN)
By:
Mayor of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 12-I (McMillan Otay
Ranch Village Seven)
ATTEST:
City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 12-I (McMillan Otay
Ranch Village Seven)
[FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within-defined Indenture.
Dated: ________________ WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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[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, acting on behalf
of City of Chula Vista Community Facilities District
No. 12-I (McMillan Otay Ranch Village Seven)
[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.
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BOND INDENTURE
Between
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
(OTAY RANCH VILLAGE SEVEN)
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
$_______
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
(OTAY RANCH VILLAGE SEVEN)
2025 SPECIAL TAX REFUNDING BONDS
Dated as of August 1, 2025
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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 ................................................................................ 11
Section 2.7. Execution and Authentication ..................................................................................... 12
Section 2.8. Bond Register .............................................................................................................. 12
Section 2.9. Registration of Exchange or Transfer ......................................................................... 12
Section 2.10. Mutilated, Lost, Destroyed or Stolen Bonds or Parity Bonds ..................................... 13
Section 2.11. Validity of Bonds and Parity Bonds ........................................................................... 13
ARTICLE III
CREATION OF FUNDS AND APPLICATION OF PROCEEDS
Section 3.1. Creation of Funds; Application of Proceeds ............................................................... 13
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 ................................................................................................................. 18
ARTICLE IV
REDEMPTION OF BONDS AND PARITY BONDS
Section 4.1. Redemption of Bonds ................................................................................................. 19
Section 4.2. Selection of Bonds and Parity Bonds for Redemption ............................................... 20
Section 4.3. Notice of Redemption ................................................................................................. 20
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 ..................................................................................................................... 22
Section 5.2. Covenants .................................................................................................................... 22
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ARTICLE VI
AMENDMENTS TO INDENTURE
Section 6.1. Supplemental Indentures or Orders Not Requiring Bondowner Consent ................... 26
Section 6.2. Supplemental Indentures or Orders Requiring Bondowner Consent .......................... 27
Section 6.3. Notation of Bonds or Parity Bonds; Delivery of Amended Bonds or Parity
Bonds .......................................................................................................................... 28
ARTICLE VII
TRUSTEE
Section 7.1. Trustee ......................................................................................................................... 29
Section 7.2. Removal of Trustee ..................................................................................................... 29
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 ................................................................................................... 33
Section 8.3. Application of Revenues and Other Funds After Default ........................................... 34
Section 8.4. Power of Trustee to Control Proceedings ................................................................... 35
Section 8.5. Appointment of Receivers .......................................................................................... 35
Section 8.6. Non-Waiver ................................................................................................................. 35
Section 8.7. Limitations on Rights and Remedies of Owners ........................................................ 36
Section 8.8. Termination of Proceedings ........................................................................................ 36
ARTICLE IX
DEFEASANCE AND PARITY BONDS
Section 9.1. Defeasance .................................................................................................................. 36
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 .............................................................................................................. 41
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
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Section 10.9. Future Contracts .......................................................................................................... 43
Section 10.10. Further Assurances ...................................................................................................... 43
Section 10.11. Entire Agreement; Severability ................................................................................... 43
Section 10.12. Notices ........................................................................................................................ 43
Signature Page ................................................................................................................................... S-1
EXHIBIT A FORM OF 2025 SPECIAL TAX REFUNDING BOND ......................................... A-1
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BOND INDENTURE
THIS BOND INDENTURE dated as of August 1, 2025 (the “Indenture”), is made and entered
into by the City of Chula Vista Community Facilities District No. 13-I (Otay Ranch Village Seven)
and Wilmington Trust, National Association, as trustee, and governs the terms of the City of Chula
Vista Community Facilities District No. 13-I (Otay Ranch Village Seven) 2025 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. 13-I (Otay
Ranch Village Seven) (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 2015A to refinance certain public improvements; and
WHEREAS, on August 5, 2025, the legislative body of the District adopted Resolution
No. 2025-___ (the “Resolution”) authorizing the issuance and sale of special tax refunding bonds for
the District pursuant to this Indenture designated as the “City of Chu la Vista Community Facilities
District No. 13-I (Otay Ranch Village Seven) 2025 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:
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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 c oncerning 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 $30,000.
“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 August 1, 2025, 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.
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“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. 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 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”).
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general obligation debt is rated, at the time of purchase, A2 or bett er 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 Deposit 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 offic e 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 Director of Finance/Treasurer or any other Person designated by the City Manager
or by an Authorized Officer to undertake the action referenced in this Indenture 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 pract ice 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 2 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.
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“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. 13-I
(Otay Ranch Village Seven) 2025 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. 13-I Reserve Account” means the account by that name established by the Authority
Indenture.
“City” means the City of Chula Vista, 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 c ompany 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.
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“District” means the City of Chula Vista Community Facilities District No. 13-I (Otay Ranch
Village Seven) 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 August 1, 2025, 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 qualified in the financial consulting field, appointed and paid by th e
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 March 1, 2026,
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.
“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. 3028 adopted by the legislative body of the District on December 6, 2005.
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“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 b y 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, trans fer,
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 2015A.
“Prior Bonds” means the District’s Special Tax Refunding Bonds, Series 2015, currently
outstanding in the aggregate principal amount of $2,820,000.
“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. 13-I 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 approved pursuant to the Resolution of Formation, as may be amended in accordance
with the Act and this Indenture.
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“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 establish ed
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. 2005-352 adopted by the legislative body of
the District on October 25, 2005, 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 October 25, 2005 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 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
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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
security interest in, all of the Net Special Taxes a nd 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 success ors,
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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 benef it
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. 13-I (OTAY RANCH VILLAGE SEVEN) 2025 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 March 1, 2026 and each Interest Payment
Date thereafter:
Maturity Date
(September 1) Principal Amount Interest Rate
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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,
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
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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 acting or deputy clerk, in their
capacity as officers of the District. In ca se 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 Bon ds 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 authent icated 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 busin ess 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 canc ellation 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
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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 o f (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 deliverin g 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 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. 13-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);
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(2) The Community Facilities District No. 13-I Administrative Expense
Fund (the “Administrative Expense Fund”); and
(3) The Community Facilities District No. 13-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) shall be received
by the Trustee and transferred to the Escrow Agent for deposit in the escrow fund created under the
Escrow Agreement.
(c) The amount of $_______ received by the Trustee from the fiscal agent for the
Prior Bonds shall be deposited in the Administrative Expense Fund.
(d) 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 princ ipal
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;
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(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. 13-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 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
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 t he 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. 13-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 Administr ative 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. 13-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.
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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 req uired
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 an d 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 agre ed 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 amounts
in the Special Tax Fund are insufficient to make transfers to an y 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 avai lable 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
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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 Bon ds, 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 shal l 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. 13-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 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.
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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 Pa yments, 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 th e
Reserve Requirement, (iii) to the CFD No. 13-I Reserve Account to restore the CFD No. 13-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 a mounts 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 Author ized 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 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.
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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 her eunder,
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 it shall be necessary to provid e 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 specif ically 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 shall include detail for all
investment transactions made by the Trustee hereunder or brokers selected by the Dis trict. 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 Pa yment Date, and shall be
redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to
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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 March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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.
(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 o f 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 one maturi ty, 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
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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 t hat 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.
In addition to the foregoing notice, further notice shall be given by the Trustee as set ou t 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 hold ing
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 Parity 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.
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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 amoun t 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 Ow ners 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
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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 purpose s 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 ot her 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,
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. 13-
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 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) propertie s
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
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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. 13-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. 13-I Reserve
Account, and to pay its proportionate share of Policy Costs resulting from the de linquency 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 Dist rict 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
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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
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 ma ximum 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 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 will equal at least 110% of the sum of the estimated Administrative Ex penses 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 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.
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(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 assu ring 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 finan cial 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.
(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, agre ements, limitations and
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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 simi lar 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 District to an amount which is less than 110% of
the sum of estimated Administrative Expenses and principal and interest due in each c orresponding
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.
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 th e 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 consented to and approved by
the Owners of not less than a majority in aggregate pr incipal amount of the Bonds and Parity Bonds
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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 I ndenture 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.
The Trustee may in its discretion, but shall not b e 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.
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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 hereb y 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 du ly 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.
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, dama ges, 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
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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 Se ction 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 (including
with respect to reasonable attorneys’ fees and expenses), petition any court of competent jurisdiction
for the appointment of a successor Trustee and other appropriate relief, and such court may thereupon,
after such notice (if any) as it may de em proper, appoint such successor Trustee and grant such other
relief.
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
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 action taken or errors of judgment made in good faith by it or any of
its officers, employees or agents, 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
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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,
judgment, decree, 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 rega rd 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, the Trustee may, at the expense of District, request written certificates of the District and/or
opinions of counsel, and 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 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 dutie s 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 he reunder 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,
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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 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 and expressly
set forth in this Indenture and no implied duties or obligations shall be read into this Indenture against
the Trustee. 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 absolute 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 an d 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
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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, sh all 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;
(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 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,
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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 suc h 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.
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 principa l 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,
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(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 wit h
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 Owne rs 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.
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 Dis trict,
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
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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 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.
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
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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 thi s 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 princi pal 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 appoi nted 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 Distr ict under this Indenture and
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 und er (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 agreemen t 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 pro vided 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.
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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 issua nce 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
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;
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(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. 13-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 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 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;
(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;
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(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 concurr ent 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
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 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.
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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 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
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 perta ining
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 (a n
“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,
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(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 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;
(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 connec tion 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;
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(h) Unless otherwise posted on the Electronic Municipal Market Access website
of the Municipal Securities Rulemaking Board, 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 Indenture 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 th ereof, 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.
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. _______; (___) ___-_____; Email: ____________.
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
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General Counsel at the above address and at generalcounsel@agltd.com and shall be marked to indicate
“URGENT MATERIAL ENCLOSED.”
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IN WITNESS WHEREOF, CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 13-I (OTAY RANCH VILLAGE SEVEN) has caused this Bond Indenture to be
signed by its Director of Finance/Treasurer 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. 13-I (OTAY RANCH
VILLAGE SEVEN)
By:
Director of Finance/Treasurer of the City of
Chula Vista, acting on behalf of City of Chula
Vista Community Facilities District No. 13-I
(Otay Ranch Village Seven)
ATTEST:
City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 13-I (Otay Ranch Village
Seven)
[SIGNATURES CONTINUED ON NEXT PAGE.]
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[SIGNATURE PAGE CONTINUED.]
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF 2025 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. 13-I
(OTAY RANCH VILLAGE SEVEN)
2025 SPECIAL TAX REFUNDING BONDS
INTEREST RATE: MATURITY DATE: DATED DATE:
_________% September 1, 20__ August __, 2025
REGISTERED OWNER: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
under that certain Indenture of Trust dated as of August 1, 2025 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. 13-I (OTAY
RANCH VILLAGE SEVEN) (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 las t
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 sem iannually on March 1 and September 1 and the
final maturity date of the Bonds (each an “Interest Payment Date”), commencing March 1, 2026 at the
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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 “City of Chula Vista Community Facilities
District No. 13-I (Otay Ranch Village Seven) 2025 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 August 5, 2025, and a
Bond Indenture, dated as of August 1, 2025, 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, excep t 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:
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Redemption Dates Redemption
Prices
Any Interest Payment Date from March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 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 t o 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 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 registe red 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.
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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. 13-I (Otay
Ranch Village Seven) has caused this Bond to be dated August __, 2025, 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.
CITY OF CHULA VISTA COMMUNITY
FACILITIES DISTRICT NO. 13-I (OTAY RANCH
VILLAGE SEVEN)
By:
Mayor of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 13-I (Otay Ranch Village
Seven)
ATTEST:
City Clerk of the City of Chula Vista, acting on
behalf of City of Chula Vista Community
Facilities District No. 13-I (Otay Ranch Village
Seven)
[FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within-defined Indenture.
Dated: ________________ WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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[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, acting on behalf
of City of Chula Vista Community Facilities District
No. 13-I (Otay Ranch Village Seven)
[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.
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LOCAL OBLIGATIONS PURCHASE AGREEMENT
This LOCAL OBLIGATIONS PURCHASE AGREEMENT (this “Purchase Agreement”),
dated August __, 2025, 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. 07-I (Otay Ranch Village
Eleven) (“CFD No. 07-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. 12-I (McMillan Otay Ranch
Village Seven) (“CFD No. 12-I”), a community facilities district organized and existing under the
Mello-Roos Act;
(iv) City of Chula Vista Community Facilities District No. 13-I (Otay Ranch Village
Seven) (“CFD No. 13-I”), a community facilities district organized and existing under the Mello -
Roos Act; and
(v) City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch)
(“CFD No. 2001-1”), a community facilities district organized and existing under the Mello-Roos
Act (CFD No. 07-I, CFD No. 12-I, CFD No. 13-I and CFD No. 2001-1 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. 2001-1 (San Miguel
Ranch) Improvement Area B 2025 Special Tax Refunding Bonds (the “CFD No. 2001-1 Bonds”)
being issued by CFD No. 2001-1 pursuant to a Bond Indenture, dated as of August 1, 2025 (the
“CFD No. 2001-1 Indenture”), by and between CFD No. 2001-1 and Wilmington Trust, National
Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District
No. 2001-1 (San Miguel Ranch) Improvement Area B Special Tax Refunding Bonds, Series 2015
(the “Prior CFD No. 2001-1 Bonds”);
(b) $_______ City of Chula Vista Community Facilities District No. 07-I (Otay Ranch
Village Eleven) 2025 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 “Original CFD No. 07-I
Indenture”), as supplemented and amended by the First Supplement to Bond Indenture, dated as of
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August 1, 2025 (the “First Supplement” and together with the Original CFD No. 07 -I Indenture, 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 2015 (the “Prior CFD
No. 07-I Bonds”);
(c) $______ City of Chula Vista Community Facilities District No. 12-I (McMillan Otay
Ranch Village Seven) 2025 Special Tax Refunding Bonds (the “CFD No. 12-I Bonds”) being issued
by CFD No. 12-I pursuant to a Bond Indenture, dated as of August 1, 2025 (the “CFD No. 12-I
Indenture”), by and between CFD No. 12-I and Wilmington Trust, National Association, as trustee,
to refund the outstanding City of Chula Vista Community Facilities District No. 12-I (McMillan Otay
Ranch Village Seven) Special Tax Refunding Bonds, Series 2015 (the “Prior CFD No. 12-I Bonds”);
(d) $_______ City of Chula Vista Community Facilities District No. 13-I (Otay Ranch
Village Seven) 2025 Special Tax Refunding Bonds (the “CFD No. 13-I Bonds”) being issued by
CFD No. 13-I pursuant to a Bond Indenture, dated as of August 1, 2025 (the “CFD No. 13-I
Indenture” and together with the CFD No. 2001-1 Indenture, the CFD No. 07-I Indenture and the
CFD No. 12-I Indenture, the “CFD Indentures” and each a “CFD Indenture”), by and between CFD
No. 13-I and Wilmington Trust, National Association, as trustee, to refund the outstanding City of
Chula Vista Community Facilities District No. 13-I (Otay Ranch Village Seven) Special Tax
Refunding Bonds, Series 2015 (the “Prior CFD No. 13-I Bonds” and together with the Prior CFD No.
2001-1 Bonds, the Prior CFD No. 07-I Bonds and the Prior CFD No. 12-I Bonds, the “Prior Bonds);
and
WHEREAS, the Authority has authorized the issuance of its $_______ Chula Vista
Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2025 (the
“Authority Bonds”), under an Indenture of Trust dated as of August 1, 2025 (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 2015A; 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 a nd
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 hereby commit to sell to the Authority and do hereby
sell to the Authority, and the Authority hereby commits to purchase from the CFDs and does hereby
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.
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3. The CFDs confirm that there are no substantial conditions precedent to the issuance
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 August __, 2025, 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 the 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 Au thority, provided that any such
action shall not impose any obligation or liability upon the Authority other than as may arise as
expressly set forth in this Purchase Agreement.
7. It is a condition to the CFDs’ sale and delivery of the Local Obligations to t he
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 authority (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 herein, and (iii) to carry out
and consummate the transactions contemplated by its CFD Documents and the Official Statement;
(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;
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(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 not conflict with or
constitute a breach of or a default under any applicable la w 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, dut ies 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 contemplated by the
CFD Documents to which it is a party, the Official Statement, th e other documents referred to in the
Official Statement, or any other agreement or instrument to which 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 designa te, 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) 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 Trustee will accept such
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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 the
representations, warranties and agreements of the CFDs co ntained 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 documen ts 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 D ate, 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 ____________, as original purchaser of the Authority Bonds (the “Purchaser”);
(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 been 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 Authority’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 hereof 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
Department of the Treasury of the United States, the Internal Revenue Service, or other
governmental agency of the United States, or any governmental agency of the State of Cal ifornia, 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 o f 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 int erest 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 being such as, in the reasonable
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opinion of the Authority, would affect materially and adversely the ability o f 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 Official Statement, and such supplement
or amendment is not agreed to by the CFDs; or (v) any other event occurs which results in the
Purchaser 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 Purchaser, to the effect that the opinions referred to in the preceding subparagraph
(2) may be relied upon by the Authority and the Purchaser 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 Purchaser, of Bond Counsel to the effect that this Purchase Agreement has been
duly authorized, executed and delivered by, and, assuming du e 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 the 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 statements purport
to summarize certain provisions of the Local Obligations or the CFD Documents, are accurate in all
material respects;
(5) A certificate dated the Closing Date 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 Purchaser, of the City Attorney to the City (or any acting City Attorney), as counsel to the
CFDs, to the effect that (A) the CFD Documents have been duly authorized, executed and delivered
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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 the
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 con nection 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 contemplated 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 may reasonably request to evidence 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 provisio ns
hereof if, but only if, they are in form and substance satisfactory to the Authority, but the approval of
the Authority 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
Purchaser. 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 may be waived by the
Authority in its sole discretion.
If the CFDs 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 this Purchase Agreement,
or if the obligations of the Authority to purc hase, 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 hereunder, except that the respective
obligations of the CFDs and the Authority set forth in paragraphs 13 and 14 hereof shall continue in
full force and effect.
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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 Bo nds and the Local Obligations
from proceeds of the Authority Bonds.
14. This Purchase Agreement is made solely for the benefit of 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 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 sep arate
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.
16. 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.
17. The validity, interpretation and performance of this Purchase Agreement shall be
governed by the laws of the State of California.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Page 547 of 849
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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. 2001-1 (SAN MIGUEL RANCH)
By
Director of Finance/Treasurer of the City of Chula Vista,
on behalf of City of Chula Vista Community Facilities
District No. 2001-1 (San Miguel Ranch)
CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 07-I (OTAY RANCH VILLAGE
ELEVEN)
By
Director of Finance/Treasurer 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. 12-I (MCMILLAN OTAY RANCH
VILLAGE SEVEN)
By
Director of Finance/Treasurer of the City of Chula Vista,
on behalf of City of Chula Vista Community Facilities
District No. 12-I (McMillan Otay Ranch Village Seven)
Page 548 of 849
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CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 13-I (OTAY RANCH VILLAGE SEVEN)
By
Director of Finance/Treasurer of the City of Chula Vista,
on behalf of City of Chula Vista Community Facilities
District No. 13-I (Otay Ranch Village Seven)
Page 549 of 849
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EXHIBIT A
MATURITY SCHEDULES AND PURCHASE PRICES
CFD NO. 2001-1 BONDS
The purchase price of the CFD No. 2001-1 Bonds shall be: $_______ (representing the par
amount of the CFD No. 2001-1 Bonds, [plus/less] original issue [premium/discount] of $_______,
less allocated Purchaser’s discount of $_______).
Date
(September 1) Principal Coupon
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/less] original issue [premium/discount] of $_______, less
allocated Purchaser’s discount of $_______).
Date
(September 1) Principal Coupon
Page 550 of 849
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CFD NO. 12-I BONDS
The purchase price of the CFD No. 12-I Bonds shall be: $_______ (representing the par
amount of the CFD No. 12-I Bonds, [plus/less] original issue [premium/discount] of $_______, less
allocated Purchaser’s discount of $_______).
Date
(September 1) Principal Coupon
CFD NO. 13-I BONDS
The purchase price of the CFD No. 13-I Bonds shall be: $_______ (representing the par
amount of the CFD No. 13-I Bonds, [plus/less] original issue [premium/discount] of $_______, less
allocated Purchaser’s discount of $_______).
Date
(September 1) Principal Coupon
Page 551 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Stradling Yocca Carlson & Rauth
Draft dated 7/10/25
4897-8398-7024v6/024036-0102
NEW ISSUE-FULL BOOK ENTRY Rating: S&P: “__” (Insured)
S&P: “___” (Underlying)
See the caption “MISCELLANEOUS—Ratings”
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, under existing
statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain
covenants and requirements described in this Official Statement, interest on the Bonds is excluded from gross income for fede ral
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 on the Bonds is exempt from State of California personal in come
taxes. See the caption “LEGAL MATTERS — Tax Matters” herein.
$16,065,000*
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2025
Dated: Date of Delivery Due: September 1 as shown on inside cover
The Bonds described herein are being issued by the Chula Vista Municipal Financing Authority (the “Authority”) to:
(i) acquire certain special tax refunding bonds (the “Local Obligations”) of community facilities districts (and with respect to
one of the community facilities districts, issued for an improvement area of such community facilities district) (collectively, the
“Taxing Jurisdictions”), formed by and located in the City of Chula Vista; (ii) purchase a municipal bond insurance policy to
guarantee payment of the principal of and interest on the Bonds; (iii) purchase a debt service reserve insurance policy for deposit
in the Reserve Fund to satisfy the Reserve Requirement; and (iv) pay costs of issuance of the Bonds. The Local Obligations are
being issued to refund the Prior Bonds, as defined herein, and simultaneously defease the Authority’s outstanding Special Tax
Refunding Revenue Bonds, Series 2015A. See “FINANCING PLAN.”
The Bonds are payable solely from Revenues pledged by the Authority pursuant to that certain Indenture of Trust,
dated as of August 1, 2025 (the “Indenture”), by and between the Authority and Wilmington Trust, National Association, as
trustee (the “Trustee”). Revenues consist primarily of debt service on the Local Obligations, which are p ayable from special
taxes levied in the Taxing Jurisdictions.
The Bonds will be issued in denominations of $5,000 or any integral multiple thereof. Interest on the Bonds is payable
semiannually on March 1 and September 1 of each year commencing March 1, 2026. The Bonds will be initially issued only in
book-entry form and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New
York, which will act as securities depository of the Bonds. Principal and interest (and premium, if any) on the Bonds is payable
by the Trustee to DTC, which will remit such payments to its participants for subsequent distribution to the beneficial owner s
of the Bonds. See “THE BONDS — General Provisions” and “— Book-Entry Only System” herein.
The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject to special mandatory
redemption prior to maturity from redemption of Local Obligations which result from a prepayment of special taxes, as
described herein. See “THE BONDS — Redemption.”
The scheduled payment of principal of and interest when due on the Bonds will be guaranteed under an insurance
policy to be issued concurrently with the issuance of the Bonds by __________. The Bond Insurer will also issue a debt service
reserve insurance policy concurrently with the issuance of the Bonds to be credited to the Reserve Fund for the Bonds to satisfy
the Reserve Requirement. See “BOND INSURANCE” herein.
[Bond Insurer Logo]
CERTAIN EVENTS COULD AFFECT THE ABILITY OF THE AUTHORITY TO PAY THE PRINCIPAL
OF AND INTEREST ON THE BONDS WHEN DUE. THE PURCHASE OF THE BONDS INVOLVES SIGNIFICANT
INVESTMENT RISKS, AND THE BONDS MAY NOT BE SUITABLE INVESTMENTS FOR MANY INVESTORS.
SEE THE SECTION OF THIS OFFICIAL STATEMENT ENTITLED “SPECIAL RISK FACTORS” FOR A
DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER
MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS.
___________________________
Maturity Schedule
(see inside cover)
___________________________
The Bonds are offered when, as and if issued and accepted by the Purchaser (as defined herein), subject to the approval
as to their legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Bond Counsel and Disclosure
Counsel. Certain legal matters will be passed upon for the Authority and the Community Facilities Districts by the City Attorney,
* Preliminary, subject to change.
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Page 552 of 849
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for the Trustee by its counsel and for the Bond Insurer by its Counsel. It is anticipated that the Bonds in definitive form will be
available for delivery to DTC or its agent on or about __________, 2025.
Dated: ________, 2025
Page 553 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
4897-8398-7024v6/024036-0102
MATURITY SCHEDULE
$____________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2025
Serial Bonds
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price CUSIP†
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global
Services (CGS), which is managed on behalf of the American Bankers Association by FactSet Research Systems, Inc. This data i s
not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers have been
assigned by an independent company not affiliated with the Authority, the City of the Community Facilities Districts and are
included solely for the convenience of the registered owners of the applicable Bonds. None of th e Authority, the City of the
Community Facilities Districts, Bond Counsel, Disclosure Counsel, the Purchaser or the Municipal Advisor are responsible for
the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Bonds or as
included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result
of various subsequent actions including, but not limited to, a refunding in whole or in part or a s 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 cert ain
maturities of the Bonds.
Page 554 of 849
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August 5, 2025 City Council Post Agenda
4897-8398-7024v6/024036-0102
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
BOARD OF DIRECTORS
John McCann, Chair
Carolina Chavez, Vice Chair
Jose Preciado, Director
Michael Inzunza, Director
Cesar Fernandez, Director
_______________________
CITY OF CHULA VISTA
CITY COUNCIL
John McCann, Mayor
Carolina Chavez, Deputy Mayor
Jose Preciado, Councilmember
Michael Inzunza, Councilmember
Cesar Fernandez, Councilmember
_______________________
CITY OFFICIALS
Maria Kachadoorian, City Manager*
Tiffany Allen, Assistant City Manager*
Sarah Schoen, Director of Finance/Treasurer
Kerry K. Bigelow, City Clerk
_______________________
PROFESSIONAL SERVICES
BOND COUNSEL / DISCLOSURE COUNSEL
Stradling Yocca Carlson & Rauth LLP
Newport Beach, California
CITY ATTORNEY
Marco Verdugo, Esq.
AUTHORITY TRUSTEE/DISTRICT TRUSTEE/ESCROW AGENT
Wilmington Trust, National Association
Costa Mesa, California
MUNICIPAL ADVISOR
Harrell & Company Advisors, LLC
Tustin, California
SPECIAL TAX CONSULTANT
Spicer Consulting Group, LLC
Murrieta, California
VERIFICATION AGENT
[_________]
* The City Council has appointed Tiffany Allen as the City Manager up on Maria Kachadoorian’s retirement, which
is currently expected to occur in October 2025.
Page 555 of 849
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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) th ose
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 Trustee or the
Purchaser 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 Trustee or the Purchaser. 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 a s such
are not to be construed as representations of fact.
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 in ternet
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 b onds
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 b e
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
“MISCELLANEOUS — Continuing Disclosure” herein.
__________. (the “Bond Insurer”) makes no representation regarding the Bonds or the advisability of investing in the
Bonds. In addition, the Bond Insurer has not independently verified, makes no representation regarding, and does not accept any
responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or
omitted herefrom, other than with respect to the accuracy of the information regarding the Bond Insurer supplied by the Bond
Insurer and presented under the heading “BOND INSURANCE” and Appendix H — “SPECIMEN MUNICIPAL BOND
INSURANCE POLICY.”
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.
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INTRODUCTION ................................................................................................................................................ 1
Financing Purpose .......................................................................................................................................... 1
The Bonds; The Local Obligations ................................................................................................................ 1
Legal Authority .............................................................................................................................................. 3
Sources of Payment for the Bonds and the Local Obligations ....................................................................... 3
Description of the Bonds ................................................................................................................................ 4
The City ......................................................................................................................................................... 4
The Authority ................................................................................................................................................. 5
Professionals Involved in the Offering .......................................................................................................... 5
Continuing Disclosure.................................................................................................................................... 5
FINANCING PLAN ............................................................................................................................................. 5
Refunding Plan ............................................................................................................................................... 5
Estimated Sources and Uses of Funds ........................................................................................................... 6
THE BONDS ........................................................................................................................................................ 7
General Provisions ......................................................................................................................................... 7
Redemption .................................................................................................................................................... 7
Payment, Registration, Transfer and Exchange of Bonds .............................................................................. 8
Book-Entry Only System ............................................................................................................................. 10
Debt Service Schedules: Bonds and Local Obligations .............................................................................. 10
Debt Service Coverage for the Bonds .......................................................................................................... 12
SECURITY FOR THE BONDS ......................................................................................................................... 12
General ......................................................................................................................................................... 12
Revenues and Flow of Funds ....................................................................................................................... 12
Reserve Fund ............................................................................................................................................... 14
Surplus Fund ................................................................................................................................................ 16
No Additional Bonds Except to Refund Bonds ........................................................................................... 16
BOND INSURANCE ......................................................................................................................................... 17
SECURITY FOR THE LOCAL OBLIGATIONS ............................................................................................. 17
General ......................................................................................................................................................... 17
Local Obligation Indentures ......................................................................................................................... 18
Local Obligation Parity Bonds ..................................................................................................................... 19
Priority of Lien ............................................................................................................................................. 19
Covenants of the Community Facilities Districts ........................................................................................ 19
Special Taxes Are Not Within Teeter Plan .................................................................................................. 21
THE TAXING JURISDICTIONS ...................................................................................................................... 21
The Taxing Jurisdictions in the Aggregate .................................................................................................. 21
SPECIAL RISK FACTORS ............................................................................................................................... 26
Risks of Real Estate Secured Investments Generally ................................................................................... 27
The Bonds are Limited Obligations of the Authority .................................................................................. 27
No Obligation of the City ............................................................................................................................. 27
No Cross-Collateralization Between Taxing Jurisdictions .......................................................................... 27
Potential Early Redemption of Bonds from Prepayments............................................................................ 28
Property Values ............................................................................................................................................ 28
Natural Disasters .......................................................................................................................................... 28
Hazardous Substances .................................................................................................................................. 30
Cybersecurity ............................................................................................................................................... 30
Parity Taxes and Special Assessments ......................................................................................................... 31
Payment of the Special Tax is not a Personal Obligation of the Owners ..................................................... 31
Disclosures to Future Purchasers ................................................................................................................. 31
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Special Tax Delinquencies ........................................................................................................................... 32
Insufficiency of Special Taxes ..................................................................................................................... 32
Risks Associated with Bond Insurance ........................................................................................................ 33
FDIC/Federal Government Interests in Properties ....................................................................................... 34
Bankruptcy and Foreclosure ........................................................................................................................ 35
Funds Invested in the County Investment Pool ............................................................................................ 35
No Acceleration Provision ........................................................................................................................... 36
Limitations on Remedies ............................................................................................................................. 36
Loss of Tax Exemption ................................................................................................................................ 36
Limited Secondary Market ........................................................................................................................... 36
Proposition 218 ............................................................................................................................................ 37
Ballot Initiatives ........................................................................................................................................... 37
Litigation with Respect to Community Facilities Districts .......................................................................... 38
LEGAL MATTERS ............................................................................................................................................ 39
Tax Matters .................................................................................................................................................. 39
Absence of Litigation ................................................................................................................................... 40
Legal Opinion .............................................................................................................................................. 41
MISCELLANEOUS ........................................................................................................................................... 41
Ratings ......................................................................................................................................................... 41
Financial Interests ........................................................................................................................................ 41
Verification of Mathematical Accuracy ....................................................................................................... 42
Purchase and Reoffering .............................................................................................................................. 42
Continuing Disclosure.................................................................................................................................. 42
Additional Information ................................................................................................................................ 43
APPENDIX A INFORMATION REGARDING THE TAXING JURISDICTIONS .................................... A-1
APPENDIX B SUMMARY OF PRINCIPAL LEGAL DOCUMENTS ....................................................... B-1
APPENDIX C DEMOGRAPHIC INFORMATION REGARDING THE COUNTY OF SAN
DIEGO AND THE CITY OF CHULA VISTA..................................................................... C-1
APPENDIX D RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR
THE TAXING JURISDICTIONS ......................................................................................... D-1
APPENDIX E FORM OF BOND COUNSEL OPINION ............................................................................. E-1
APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT ..................................................F-1
APPENDIX G DTC AND THE BOOK-ENTRY-ONLY SYSTEM ............................................................. G-1
APPENDIX H SPECIMEN MUNICIPAL BOND INSURANCE POLICY ................................................. H-1
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OFFICIAL STATEMENT
$16,065,000*
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS, SERIES 2025
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and Appendices hereto (the
“Official Statement”), is to provide certain information concerning the sale and issuance of $16,065,000* Chula
Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds, Series 2025 (the “Bonds”).
This Introduction is not a summary of this Official Statement. It is only a brief description of and guide
to, and is qualified by, more complete and detailed information contained in the entire Official Statement and
the documents summarized or described herein. A full review should be made of the entire Official Statement.
The offering of the Bonds to potential investors is made only by means of the entire Official Statement.
Financing Purpose
Purpose of the Bonds. The Bonds are being issued by the Chula Vista Municipal Financing Authority
(the “Authority”) to: (i) acquire the “Local Obligations” described below, (ii) purchase a municipal bond
insurance policy (the “Insurance Policy”) issued by __________. (the “Bond Insurer” or “____”) for the purpose
of paying the principal of and interest on the Bonds when due, (iii) purchase a reserve policy issued by the Bond
Insurer to be credited to the Reserve Fund for the Bonds (the “Reserve Surety Bond”) to satisfy the Reserve
Requirement, and (iv) to pay costs of issuance of the Bonds. See “FINANCING PLAN” herein.
Purpose of 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 2015A (the “2015 Bonds”). See “FINANCING PLAN” herein.
The Bonds; The Local Obligations
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).
The Authority may issue Additional Bonds (as defined herein) payable from Revenues on a parity with
the Bonds for the purpose of refunding all or any portion of the Bonds or Additional Bonds as provided in the
Indenture (as defined herein).
Local Obligations. The “Local Obligations” consist of the four separate series of special tax refunding
bonds described below issued by the following four community facilities districts formed by and located in the
City of Chula Vista (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”):
* Preliminary, subject to change.
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(a) City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch) (“CFD No.
2001-1”);
(b) City of Chula Vista Community Facilities No. 07-I (Otay Ranch Village Eleven) (“CFD No.
07-I”);
(c) City of Chula Vista Community Facilities District No. 12-I (McMillan Otay Ranch Village
Seven) (“CFD No. 12-I”); and
(d) City of Chula Vista Community Facilities District No. 13-I (Otay Ranch Village Seven) (“CFD
No. 13-I”).
CFD No. 2001-1, CFD No. 07-I, CFD No. 12-I and CFD No. 13-I, are each referred to herein as a
“Community Facilities District” and collectively as the “Community Facilities Districts.”
CFD No. 2001-1 Improvement Area B 2025 Special Tax Refunding Bonds: $2,395,000* City of
Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch) Improvement Area B 2025 Special
Tax Refunding Bonds (the “CFD No. 2001-1 Improvement Area B Bonds”) are being issued by CFD No. 2001-
1 to refund the outstanding City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch)
Improvement Area B Special Tax Refunding Bonds, Series 2015 (the “Prior CFD No. 2001-1 Improvement Area
B Bonds”). The CFD No. 2001-1 Improvement Area B Bonds are payable from Special Taxes levied on taxable
property in Improvement Area B of CFD No. 2001-1.
CFD No. 07-I 2025 Special Tax Refunding Bonds: $7,000,000* City of Chula Vista Community
Facilities District No. 07-I (Otay Ranch Village Eleven) 2025 Special Tax Refunding Bonds (the “CFD No. 07-
I 2025 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 2015 (the “Prior
CFD No. 07-I Bonds”). The CFD No. 07-I 2025 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) 2024 Special Tax Refunding Bonds (the “CFD No. 07-I 2024 Bonds”),
currently outstanding in the principal amount of $8,635,000.
CFD No. 12-I 2025 Special Tax Refunding Bonds: $5,125,000* City of Chula Vista Community
Facilities District No. 12-I (McMillan Otay Ranch Village Seven) 2025 Special Tax Refunding Bonds (the “CFD
No. 12-I Bonds”) are being issued by CFD No. 12-I to refund the outstanding City of Chula Vista Community
Facilities District No. 12-I (McMillan Otay Ranch Village Seven) Special Tax Refunding Bonds, Series 2015
(the “Prior CFD No. 12-I Bonds”). The CFD No. 12-I Bonds are payable from Special Taxes levied on taxable
property in CFD No. 12-I.
CFD No. 13-I 2025 Special Tax Refunding Bonds: $1,545,000* City of Chula Vista Community
Facilities District No. 13-I (Otay Ranch Village Seven) 2025 Special Tax Refunding Bonds (the “CFD No. 13-
I Bonds”) are being issued by CFD No. 13-I to refund the outstanding City of Chula Vista Community Facilities
District No. 13-I (Otay Ranch Village Seven) Special Tax Refunding Bonds, Series 2015 (the “Prior CFD No.
13-I Bonds”). The CFD No. 13-I Bonds are payable from Special Taxes levied on taxable property in CFD No.
13-I.
Improvement Area B of CFD No. 2001-1, CFD No. 07-I, CFD No. 12-I and CFD No. 13-I are
collectively referred to in this Official Statement each as a “Taxing Jurisdiction” and collectively as the “Taxing
Jurisdictions.”
* Preliminary, subject to change.
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Each Community Facilities District may issue Local Obligation Parity Bonds (as defined herein)
payable from its Special Taxes on a parity with its Local Obligations for the purpose of refunding all or a portion
of its Local Obligations or its Local Obligation Parity Bonds, as provided in its Local Obligation Indenture (as
defined herein).
The Prior CFD No. 2001-1 Improvement Area B Bonds, the Prior CFD No. 07-I Bonds, the Prior CFD
No. 12-I Bonds and the Prior CFD No. 13-I Bonds are collectively referred to in this Official Statement as the
“Prior Bonds.”
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 August 1, 2025
(the “Indenture”), by and between the Authority and Wilmington Trust, National Association, as trustee (the
“Trustee”).
The Local Obligations. The CFD No. 2001-1 Improvement Area B Bonds, the CFD No. 12-I Bonds
and the CFD No. 13-I Bonds are being issued pursuant to the Mello-Roos Act and three separate bond indentures,
dated as of August 1, 2025, each by and between the applicable Community Facilities District and Wilmington
Trust, National Association, as trustee. The CFD No. 07-I 2025 Bonds are being issued pursuant to the
Mello-Roos Act and a Bond Indenture, dated as of March 1, 2024, as supplemented by the First Supplement to
Bond Indenture, dated as of August 1, 2025, each by and between CFD No. 07-I and Wilmington Trust, National
Association, as trustee.
The foregoing indentures for the Local Obligations are each referred to herein as a “Local Obligation
Indenture” and together, as 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 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
Rebate Fund and the Surplus Fund).
Certain Funds Not Pledged. Amounts held in 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”). The Bond Insurer has made a commitment to
issue, simultaneously with the initial issuance of the Bonds, the Reserve Surety Bond in the amount equal to the
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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.
Bond Insurance. Concurrently with the issuance of the Bonds, the Bond Insurer will issue the Insurance
Policy for the Bonds. See the caption “BOND INSURANCE.” A specimen of the Insurance Policy is set forth
in Appendix H.
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. 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. See “SECURITY FOR THE LOCAL OBLIGATIONS — Local Obligation Indentures.
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 Surety Bond and proceeds of the Local Obligations will be available in the event of
delinquent Revenues to the extent set forth therein. See “SECURITY FOR THE BONDS — Reserve Fund”
herein.
Description of the Bonds
Payments. Interest is payable semiannually on March 1 and September 1 of each year, commencing
March 1, 2026. Principal of and premium, if any, on the Bonds shall be payable by the Trustee. See “THE
BONDS — General Provisions” and “— Book-Entry Only System” herein.
Denominations. The Bonds will be issued in denominations of $5,000 each or integral multiples
thereof.
Redemption. The Bonds are not subject to optional redemption prior to maturity. The Bonds are subject
to special mandatory redemption prior to maturity from redemption of Local Obligations which result from a
prepayment of special taxes, as described herein. See “THE BONDS — Redemption” herein.
Registration, transfers and exchanges. The Bonds will be issued as fully registered bonds, registered
in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and
will be available to actual purchasers of the Bonds (the “Beneficial Owners”) under the book-entry
system maintained by DTC. See “THE BONDS — Payment, Registration, Transfer and Exchange of Bonds”
and “— Book-Entry Only System.”
The City
The City is located on the San Diego Bay in Southern California, approximately eight miles south of
the City of San Diego and approximately seven miles north of the Mexico border, in an area generally known as
“South Bay.” The City’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 2025 estimated population of approximately 281,401, Chula
Vista is the second largest city in 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.
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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 finance and refinance 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.
Professionals Involved in the Offering
All proceedings in connection with the issuance of the Bonds are subject to the approval of Stradling
Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel and Disclosure Counsel. The Office
of the City Attorney, will render a legal opinion on certain matters for the Authority and the Community Facilities
Districts. Harrell & Company Advisors, LLC, Tustin, California, is acting as Municipal Advisor to the City.
Spicer Consulting Group, LLC, Murrieta, California is acting as Special Tax Consultant to the City. Wilmington
Trust, National Association, Costa Mesa, California, will act as Trustee with respect to the Bonds and the Local
Obligations and Escrow Agent. ____________, will provide escrow verification services. Payment of the fees
of Bond Counsel and Disclosure Counsel is contingent upon issuance of the Bonds.
Continuing Disclosure
The Authority will enter into a Continuing Disclosure Agreement with Spicer Consulting Group, LLC,
and will covenant therein for the benefit of holders and beneficial owners of the Bonds to provide certain
financial information and operating data relating to the Authority and the Taxing Jurisdictions by not later than
March 31 following the end of its fiscal year (which currently ends June 30), commencing with the report for
the 2024-25 Fiscal Year (the “Annual Report”), and to provide notices of the occurrence of certain enumerated
events. The first Annual Report will be due March 31, 2026. The Annual Report and notices of certain listed
events (the “Listed Events”) will be filed with the Electronic Municipal Market Access System of the Municipal
Securities Rulemaking Board available on the Internet at http://emma.msrb.org (“EMMA”). The specific nature
of the information to be contained in each Annual Report and any notices of the Listed Events is set forth in
Appendix F — “FORM OF CONTINUING DISCLOSURE AGREEMENT.” These covenants will be made in
order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5) (the “Rule”). See
“MISCELLANEOUS — Continuing Disclosure” herein.
FINANCING PLAN
Refunding Plan
In 2015, the Authority issued $30,460,000 aggregate principal amount of the 2015 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, together with certain existing funds
on deposit with the fiscal agent related to the Prior Bonds, to an escrow fund (the “Refunding Fund”) which will
be held under an Escrow Agreement, dated as of August 1, 2025, between the Authority and the Trustee, as
Escrow Bank (the “Escrow Agreement”), to provide for the defeasance and refunding of the $20,685,000
outstanding 2015 Bonds and a simultaneous refunding of the related Prior Bonds.
Moneys in the Refunding Fund will be invested in certain Federal Securities specified therein. The
amount deposited in the Refunding Fund (together with interest earnings) will be sufficient to pay the regularly
scheduled principal of, and interest on, the 2015 Bonds on September 1, 2025, and to redeem the remaining
outstanding 2015 Bonds on October 1, 2025, without premium.
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Upon the deposit of funds as provided in the Escrow Agreement, the 2015 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.
___________ 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 regularly scheduled principal of, and interest on, the 2015 Bonds on
September 1, 2025, and the redemption price of the remaining 2015 Bonds.
The Prior Bonds to be refunded are currently outstanding in the following amounts, with the aggregate
total thereof being equal to the outstanding amount of the 2015 Bonds to be refunded:
Principal Amount
Prior CFD No. 2001-1 Improvement Area B Bonds $ 3,410,000
Prior CFD No. 07-I Bonds 9,190,000
Prior CFD No. 12-I Bonds 6,615,000
Prior CFD No. 13-I Bonds 2,820,000
Total $22,035,000
Estimated Sources and Uses of Funds
The Bonds. The anticipated sources and uses of funds relating to the Bonds are as follows:
Total
Sources:
Principal Amount of the Bonds $
Plus Original Issue Premium
Less Purchaser’s Discount
Total Sources $
Uses:
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 Purchaser’s discount. 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. The Local Obligations to be purchased are as follows:
Principal Amount
CFD No. 2001-1 Improvement Area B Bonds
CFD No. 07-I 2025 Bonds
CFD No. 12-I Bonds
CFD No. 13-I Bonds
Total
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THE BONDS
General Provisions
The Bonds will be dated their date of delivery, and the Bonds will be issued in the aggregate principal
amounts set forth on the inside front cover hereof. The Bonds will bear interest from their dated date at the rates
per annum set forth on the inside front cover hereof, payable semiannually on each March 1 and September 1,
commencing March 1, 2026 (each, an “Interest Payment Date”), and will mature in the amounts and on the dates
set forth on the inside front cover hereof. The Bonds will be issued in fully registered form in denominations of
$5,000 each or any integral multiple thereof.
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 of a series 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 subsection hereof entitled “— Book-Entry Only System.”
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.
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 February 15, 2026, 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.
Redemption
No Optional Redemption. The Bonds are not subject to optional redemption prior to maturity.
Special Redemption. The 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 Taxing
Jurisdiction, 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 March 1, 2026 through March 1, 2032 103%
September 1, 2032 and March 1, 2033 102
September 1, 2033 and March 1, 2034 101
March 1, 2035 and any Interest Payment Date thereafter 100
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
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notified in accordance with the procedures in effect for the DTC book-entry system. See Appendix G — “DTC
AND THE BOOK-ENTRY-ONLY 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.
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.
Payment, Registration, Transfer and Exchange of Bonds
Book-Entry Only System. The Bonds will be issued as fully registered bonds, registered in the name
of Cede & Co. as nominee of DTC, and will be available to actual purchasers of the Bonds (the “Beneficial
Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through
brokers and dealers who are or act through DTC Participants (as defined in Appendix B) as described herein.
Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See “THE BONDS —
Book-Entry Only System.” In the event that the book-entry-only system is no longer used with respect to the
Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See “THE BONDS —
Book-Entry Only System.”
Transfer of Bonds. Subject to the book-entry only provisions of the Indenture, any Bond may in
accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered,
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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 is surrendered for transfer, the Authority will execute and the Trustee will thereupon authenticate and
deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. No Bonds
selected for redemption will be subject to transfer pursuant to the Indenture nor will 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 will be paid by the Authority. However, the Owners of the Bonds will
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 will be required to pay the reasonable fees and expenses of the Trustee and
Authority in connection with the replacement of any mutilated, lost or stolen Bonds.
Exchange of Bonds. Subject to the book-entry only provisions of the Indenture, Bonds may be
exchanged at the Trust Office of the Trustee for Bonds of the same tenor and maturity and of other authorized
denominations. No Bonds selected for redemption will be subject to exchange pursuant to the Indenture, nor
will any Bond be subject to exchange during the fifteen days prior to the selection 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 will be paid by the Authority.
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, will be of
such denominations as may be determined by the Authority and may contain such reference to any of the
provisions of the Indenture as may be appropriate. Every temporary Bond will be executed by the Authority and
be registered and authenticated by the Trustee 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 will 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 will be entitled to the same benefits under the Indenture as definitive Bonds
authenticated and delivered thereunder.
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 will be the Bond Register and will 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 will, under such reasonable regulations as it may prescribe, register or transfer or cause to
be registered or transferred, on said records, Bonds as provided in the Indenture.
Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond becomes mutilated, the Authority, at the
expense of the Owner of said Bond, will execute, and the Trustee will 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 will
be cancelled by it and destroyed in accordance with the retention policy of the Trustee then in effect. If any
Bond issued under the Indenture is 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 is given, at the
expense of the Bond Owner, the Authority will execute, and the Trustee will thereupon authenticate and deliver,
a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such
Bond has matured or has 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 the Indenture and of the expenses which
may be incurred by the Authority and the Trustee. Any Bond issued under the Indenture in lieu of any Bond
alleged to be lost, destroyed or stolen will 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 will
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be equally and proportionately entitled to the benefits of the Indenture with all other Bonds secured by the
Indenture.
Book-Entry Only System
While the Bonds are subject to the book-entry system, the principal, interest and any redemption
premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such
payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds, as described
in Appendix G — “DTC AND THE BOOK-ENTRY-ONLY SYSTEM” herein. So long as Cede & Co. is the
registered owner of the Bonds, references herein to the Owners of the Bonds shall mean Cede & Co. and not the
Beneficial Owners of the Bonds. The Authority gives no assurance that DTC or the DTC Participants will
distribute payments or notices to Beneficial Owners.
Debt Service Schedules: Bonds and Local Obligations
The following table presents the annual debt service schedule for the Bonds, assuming there are no early
redemptions of Bonds prior to maturity:
TABLE 1
ANNUAL DEBT SERVICE SCHEDULE FOR THE BONDS
Year Ending
September 1 Principal Interest
Total
Debt Service
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Total
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The following table summarizes the annual debt service payments to be received by the Authority from the Local Obligations which comprise the
Revenues available to pay the Bonds and assumes there are no early redemptions of Local Obligations prior to their respective maturities. As shown in the
following table, all of the Local Obligations except the CFD No. 07-1 2025 Bonds mature in the year prior to the final maturity of the Bonds.
TABLE 2
ANNUAL REVENUES FROM FOR THE LOCAL OBLIGATIONS
Bond Year
Ending
September 1
CFD
No. 2001-1
Improvement
Area B Bonds
CFD
No. 07-I 2025
Bonds
CFD
No. 12-I
Bonds
CFD
No. 13-I Bonds
Total
Revenues(1)
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Total
(1) Equals the total anticipated debt service on the Local Obligations in each Bond Year ending September 1.
Source: Underwriter.
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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.”
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.
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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 Bond 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:
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 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 to the Interest Account and the Principal Account as described above, the Trustee shall transfer from
the Revenue Fund, an amount sufficient to increase the balance in the Reserve Fund to the Reserve Requirement
or to reimburse an insurer for draws under a Reserve Credit Facility, 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 the Indenture as described under “—Reserve Fund” below.
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 replenish the amount in the Reserve
Fund to the Reserve Requirement, subject to the limitations described under the caption “—Reserve Fund”
below.
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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 Bond Insurer for any amounts owed under the Insurance 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.
Reserve Fund
An account for each issue of Local Obligations will be established in the Reserve Fund (each, a “Reserve
Account”). The Reserve Surety Bond in the amount of $__________ will be deposited into the Reserve Fund,
which in the aggregate, equals the Reserve Requirement. Unless adjusted in accordance with the Indenture as
described below, each Local Obligation’s Proportionate Share of the Reserve Fund will be as follows:
$_________ in the CFD No. 2001-1 Improvement Area B Reserve Account
$_________ in the CFD No. 07-I-1 Reserve Account
$_________ in the CFD No. 12-I Reserve Account
$_________ in the CFD No. 13-I Reserve Account
The Indenture defines “Proportionate Share” to mean, unless adjusted in accordance therewith, for any
issue of the Local Obligations, the ratio derived by dividing the debt service of such Local Obligations by the
debt service of the Outstanding Bonds as of the Closing Date of the Bonds. The Indenture provides that the
Proportionate Share as shown above will only be adjusted upon (i) the final maturity of a Series of Local
Obligations or the defeasance in full of a Series of Local Obligations in accordance with the related Local
Obligation Indenture or (ii) upon the issuance of Additional Bonds or Local Obligation Parity Bonds, in which
case the Proportionate Share shall be adjusted based on the formula in the definition thereof, taking into account
the issuance of the Additional Bonds and the Local Obligation Parity 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 the [10]% of the initial principal amount of the Bonds.
________ has made a commitment to issue, simultaneously with the initial issuance of the Bonds, the
Reserve Surety Bond 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 Surety Bond, ______ 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 Surety Bond 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 Surety Bond.
Subject to the limitations set forth in the following paragraph, 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. In addition, amounts in the Reserve Fund (other than
amounts under the Reserve Surety Bond) may be applied (i) in connection with a defeasance of Bonds, (ii) when
the balance therein equals the principal and interest due on the Bonds to and including maturity, (iii) credited to
a Taxing Jurisdiction as a result of a reduction in the Reserve Requirement resulting from the redemption of the
Local Obligations relating to such Taxing Jurisdiction and the Bonds so redeemed in connection therewith, or
(iv) when amounts in certain accounts of the Reserve Fund are transferred to the Interest Account and the
Principal Account as a credit against the payments due on the Local Obligations in the event amounts in a
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Reserve Account are sufficient to repay the remaining principal and interest due on the related Local Obligations
that will be applied to the Bonds, as specified below.
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 delinquent Revenues, such Revenues shall be
allocated to the Reserve Accounts as follows:
First, to the Bond Insurer to reimburse it for all Policy Costs 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 the Taxing Jurisdiction. 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.
Second, to the Reserve Account for any series of Local Obligations, other than the Reserve Account to
which such delinquent 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 such delinquent Revenues were received. In the event that such
delinquent Revenues are not sufficient to increase the amount on deposit in each of the applicable Reserve
Accounts to the Reserve Requirement, a Proportionate Share of such delinquent Revenues shall be deposited in
each such Reserve Account.
Third, after increasing the amount on deposit in each applicable Reserve Account to the applicable
Proportionate Share of the Reserve Requirement pursuant to the second step, to the Reserve Account for the
series of Local Obligations from which the delinquent Revenues were received that amount necessary to
replenish the amount on deposit in such Reserve Account to the applicable Proportionate Share of the Reserve
Requirement.
Fourth, after making all deposits pursuant to the three steps above, the remaining delinquent Revenues,
if any, shall be transferred to the Revenue Fund.
When amounts in a Reserve Account (other than amounts under the Reserve Surety Bond) 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 Reserve 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.
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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. 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 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 shall 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.
No Additional Bonds Except to Refund Bonds
The Authority may issue Additional Bonds in such principal amount as will be determined by the
Authority, pursuant to a Supplemental Indenture adopted or entered into by the Authority.
Additional Bonds may only be issued subject to the following conditions precedent established by the
Indenture:
(a) The Authority is in compliance with all covenants set forth in the Indenture and all
Supplemental Indentures.
(b) The proceeds of such Additional Bonds will be applied to accomplish a refunding of all or a
portion of the Bonds or any Additional Bonds Outstanding.
(c) The Supplemental Indenture providing for the issuance of such Additional Bonds will provide
that interest thereon will be payable on September 1 and March 1, and principal thereof will be payable on
September 1 in any year in which principal is payable.
(d) 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 the Bonds and the series of Additional Bonds to be
issued under the Indenture.
(e) The Supplemental Indenture providing for the issuance of Additional Bonds may provide for
the establishment of separate funds and accounts.
(f) No Event of Default has occurred and be continuing with respect to the Bonds or any of the
Local Obligations.
(g) The Authority will 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
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(f) 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.
BOND INSURANCE
The information under this caption has been prepared by _______ for inclusion in this Official
Statement. None of the Authority, the Community Facilities Districts or the Municipal Advisor has reviewed this
information, nor do such entities make any representation with respect to the accuracy or completeness thereof
or any information incorporated by reference. Reference is made to Appendix H for a specimen of the Insurance
Policy.
[TO COME FROM BOND INSURER]
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. 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.
Each Community Facilities District may issue Local Obligation Parity Bonds payable from its Special
Taxes on a parity with its Local Obligations for the purpose of refunding all or a portion of its Local Obligations
or its Local Obligation Parity Bonds, as provided in its Local Obligation Indenture.
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 Appendix A
— “INFORMATION REGARDING THE TAXING JURISDICTIONS” and Appendix D — “RATES AND
METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS.”
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.
Except for the foregoing, no other taxes are pledged to the payment of the Local Obligations and
Local Obligation Parity Bonds. 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,
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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 any
Local Obligation 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 Special Taxes are collected in the manner and at the same time as ad valorem property taxes are
collected and are 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.
“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 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.
“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.
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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 Wilmington Trust, National Association, as trustee for the Local Obligations (the “Local Obligations 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 Local Obligations Trustee for deposit in the applicable
Special Tax Fund to be held by the Local Obligations Trustee in trust for the Owners of the Local Obligations.
The Local Obligations 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;
(4) The Trustee for deposit in the Reserve Account under the Authority Indenture the amount
necessary to cause the balance on deposit therein to 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.
Each Local Obligation Indenture creates and establishes a Surplus Fund to be maintained by the
Local Obligations Trustee. As soon as practicable after each September 1, and in any event prior to each
October 1, the Local Obligations Trustee will 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
Community Facilities 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. The amounts in the Surplus
Fund are not pledged to the repayment of the Local Obligations or any related Local Obligation Parity
Bonds and may be used by the Community Facilities District for any lawful purpose.
Local Obligation Parity Bonds
The Local Obligation Indentures authorize the Community Facilities Districts to issue additional bonds
payable from Special Taxes on a parity with the related Local Obligations (the “Additional Bonds”) but only for
the purpose of refunding all or a portion of the applicable Local Obligations or Local Obligation Parity Bonds.
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.
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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.
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 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 Community Facilities District may elect to defer foreclosure proceedings on
any parcel for which the Community Facilities 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 Local Obligations
and any Local Obligation 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 the Reserve Account.
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.
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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, the Special Taxes of the Taxing Jurisdictions are not included in the County’s Teeter Plan.
THE TAXING JURISDICTIONS
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. The most recent aggregate assessed value reported by the
County Assessor for the property in the Taxing Jurisdictions for the Fiscal Year 2024-25 was $2,224,672,232.
The planned developments within the Taxing Jurisdictions are complete and consist of a total of 3,374 parcels
of detached and attached residential units and three parcels with a completed commercial development. There
is one parcel in Improvement Area B of CFD No. 2001-1 that is classified as an undeveloped parcel under the
related Rate and Method. Such parcel is an improved surface parking lot for the commercial development. Of
the 3,374 residential developments in the Taxing Jurisdictions, 2,539 are single-family detached homes and 836
are single-family attached homes. Approximately 98.5% of the projected Fiscal Year 2025-26 Special Tax levy
is allocable to the residential developments in the Taxing Jurisdictions.
The Taxing Jurisdictions were formed in the following years:
Taxing Jurisdiction Date of
Formation
CFD No. 2001-1 Improvement Area B December 4, 2001
CFD No. 07-I November 11,
2003
CFD No. 12-I August 23, 2005
CFD No. 13-I October 25, 2005
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 2024-25 was $2,224,672,232. The aggregate
principal amount of the Local Obligations is $16,065,000*. Table 3 and Table 4 below set forth the aggregate
* Preliminary, subject to change.
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assessed value-to-lien ratios of all the taxable property in the Taxing Jurisdictions based on Fiscal Year 2024-25
assessed values in each of the Taxing Jurisdictions and the principal amount direct and overlapping land-secured
debt, including the Local Obligations.
TABLE 3
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
THE TAXING JURISDICTIONS IN AGGREGATE
ASSESSED VALUE-TO-LIEN RATIOS
Taxing Jurisdiction
Local
Obligations(1)*
Direct and
Overlapping
Land-Secured
Debt(2)
Total
Land-Secured
Debt*
Fiscal Year
2024-25 Assessed
Value(3)
Assessed
Value-to-Lien
Ratio(4)*
CFD No. 07-I $ 7,000,000 $ 22,927,202(5) $ 29,927,202(5) $ 1,265,637,251 42.3:1
CFD No. 12-I 5,125,000 5,760,163 10,885,163 431,301,567 39.6:1
CFD No. 13-I 1,545,000 4,032,055 5,577,055 232,180,467 41.6:1
CFD No. 2001-1 IA B 2,395,000 2,903,376 5,298,376 295,552,947 55.8:1
Totals: $ 16,065,000 $ 35,622,796 $ 51,687,796 $ 2,224,672,232 43.0:1
* Preliminary, subject to change.
(1) Based on aggregate principal amount of the Local Obligations.
(2) Does not include any overlapping general obligation bonded indebtedness.
(3) Reflects the Fiscal Year 2024-25 assessed value of the taxable property in the Taxing Jurisdictions.
(4) Calculated by dividing the Assessed Value column by the Total Debt column.
(5) Includes the outstanding principal amount of the CFD No. 07-I 2024 Bonds of $8,635,000.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
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TABLE 4
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
THE TAXING JURISDICTIONS IN AGGREGATE
ASSESSED VALUE-TO-LIEN STRATIFICATION FOR TAXABLE PROPERTY
Value-to-Lien Category
Number of
Parcels/
Units
Fiscal Year 2024-25
Assessed Value (1)
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected
Special Tax
Levy
Fiscal Year
2025-26*
Total Direct and
Overlapping
Land-Secured
Debt(2)*
Less than 20.00:1(3) 13 $ 2,868,385 $ 13,248 0.42% $ 195,260
Between 20.01:1 to 30.00:1 404 167,293,668 415,525 13.08 6,271,171
Between 30.01:1 to 40.00:1 1,196 651,590,270 1,092,199 34.37 18,391,901
Between 40.01:1 to 50.00:1 1,025 689,140,368 946,678 29.79 15,562,599
Greater than 50.00:1(3) 741 713,779,541 709,950 22.34 11,266,865
Totals 3,379 $ 2,224,672,232 $ 3,177,600 100.00% $ 51,687,797
* Preliminary, subject to change.
(1) Reflects the Fiscal Year 2024-25 assessed value of the taxable property in the Taxing Jurisdictions.
(2) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(3) The minimum value to lien in the Less than 20.00:1 category is 4.5:1*. The maximum value to lien in the Greater than 50.00:1
category is 208.0:1*.
Source: San Diego County Assessor's Office, Spicer Consulting Group, LLC.
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Effective Tax Rates. Table 5 below shows the average effective tax rates of property with completed
homes within the Taxing Jurisdictions based on the average Fiscal Year 2024-25 assessed values, the average
Fiscal Year 2024-25 actual levies for all other overlapping taxing jurisdictions and the estimated Fiscal Year
2025-26 special tax levy for each Taxing Jurisdiction. Based on the foregoing, the projected average effective
tax rate for the parcels within the Taxing Jurisdictions ranges from approximately 1.61% to 1.91%.
TABLE 5
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
THE TAXING JURISDICTIONS IN AGGREGATE
AVERAGE DWELLING UNIT EFFECTIVE TAX RATES*
DEVELOPED ATTACHED RESIDENTIAL UNIT
District
Average Fiscal
Year 2024-25
Assessed Value –
Completed
Dwelling Unit (1)
Average
Projected Fiscal
Year 2025-26
Special Tax
Levy
Average Fiscal
Year 2024-25 Ad
Valorem Taxes
Per Completed
Dwelling Unit
Average Other
Fiscal Year
2024-25 Taxes
and Assessments
Per Completed
Dwelling Unit
Average
Effective Tax
Rate -
Completed
Dwelling Unit
CFD No. 07-I $491,772 $781(2) $5,667 $2,250 1.77%
CFD No. 12-I 455,599 669 5,250 2,770 1.91
CFD No. 13-I N/A N/A N/A N/A N/A
CFD No. 2001-1 IA B N/A N/A N/A N/A N/A
DEVELOPED DETACHED RESIDENTIAL UNIT
District
Average Fiscal
Year 2024-25
Assessed Value –
Completed
Dwelling Unit (1)
Average
Projected Fiscal
Year 2025-26
Special Tax
Levy
Average Fiscal
Year 2024-25 Ad
Valorem Taxes
Per Completed
Dwelling Unit
Average Other
Fiscal Year
2024-25 Taxes
and Assessments
Per Completed
Dwelling Unit
Average
Effective Tax
Rate -
Completed
Dwelling Unit
CFD No. 07-I $668,412 $1,017(2) $7,703 $2,730 1.71%
CFD No. 12-I 613,643 1,036 7,072 3,257 1.85
CFD No. 13-I 643,159 645 7,412 3,621 1.82
CFD No. 2001-1 IA B 939,308 1,172 10,824 3,118 1.61
* Preliminary, subject to change.
(1) Only includes assessed value on developed parcels.
(2) Includes Special Taxes levied for the CFD No. 07-I 2024 Bonds.
Source: County of San Diego Assessor's Office; Spicer Consulting Group, LLC.
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Top Taxpayers within the Taxing Jurisdictions. No single owner owns more than four parcels within any one Taxing Jurisdiction, and no single
taxpayer is projected to be responsible for more than 2.62% of the projected Fiscal Year 2025-26 Special Taxy levy within any one Taxing Jurisdiction.
See Appendix A — “INFORMATION REGARDING THE TAXING JURISDICTIONS.”
TABLE 6
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
THE TAXING JURISDICTIONS IN AGGREGATE
ESTIMATED VALUE-TO-LIEN AND PROJECTED FISCAL YEAR 2025-26 SPECIAL TAX LEVY FOR TOP 10 TAXPAYERS
Property Owner
Assessor’s
Parcels
Number of
Parcels/Units
Fiscal Year 2024-25
Assessed Value(1)
Percent of
Fiscal Year
2024-25
Assessed Value
Projected
Fiscal Year
2025-26
Special Tax Levy*
Percent of
Projected Total
Fiscal Year
2025-26
Special Tax Levy*
San Diego Retail 1 LLC 1 1 $ 59,189,882 2.66% $ 34,387 1.08%
University Square I LLC 2 2 11,373,000 0.51 9,156 0.29
New Albertsons Inc <LF> Baldwin Park Plaza LLC 2 2 15,537,721 0.70 4,687 0.15
Gramico Inc 4 4 1,510,739 0.07 3,402 0.11
Manases Investments Inc 2 2 833,537 0.04 2,582 0.08
Panaligan Family Trust 02-14-24 2 2 1,121,696 0.05 2,456 0.08
Investments of The Baja Californias LLC 3 3 827,556 0.04 2,339 0.07
Bruan Lydia L Trust 01-20-22 2 2 1,959,902 0.09 2,185 0.07
Diaz Cesar 2 2 1,362,034 0.06 2,126 0.07
Gadallah Luay & Ramy Btissam 2 2 1,203,110 0.05 2,126 0.07
Subtotal 22 22 94,919,177 4.27 65,446 2.06
All Other Individual Property Owners 3357 3357 2,129,753,055 95.73 3,112,154 97.94
Totals 3379 3379 $ 2,224,672,232 100.00% $ 3,177,600 100.00%
* Preliminary, subject to change.
(1) Reflects the Fiscal Year 2024-25 assessed value of the taxable property in the Taxing Jurisdictions.
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
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Historical Assessed Values. The following table summarizes the aggregate assessed values of all the
taxable property in the Taxing Jurisdictions for the Fiscal Years shown.
TABLE 7
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
THE TAXING JURISDICTIONS IN AGGREGATE
ASSESSED VALUATION HISTORY
(FISCAL YEARS 2020-21 THROUGH 2024-25)
Fiscal Year
Land
Assessed Value
Structure
Assessed Value
Total
Assessed Value
Percent Change in
Total Assessed Value
2020-21 $735,428,066 $1,106,632,012 $1,842,060,078 --
2021-22 765,555,870 1,135,224,913 1,900,780,783 3.19%
2022-23 839,966,812 1,193,779,133 2,033,745,945 7.00
2023-24 898,719,609 1,249,141,192 2,147,860,801 5.61
2024-25 945,863,919 1,278,808,313 2,224,672,232 3.58
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
Delinquencies. Table 8 below summarizes the aggregate Special Tax delinquencies of all the taxable
property in the Taxing Jurisdictions for Fiscal Years 2019-20 through 2023-24, as of June 1, 2025.
TABLE 8
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
THE TAXING JURISDICTIONS IN AGGREGATE
SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES
FISCAL YEARS 2019-20 THROUGH 2023-24
Delinquencies at Fiscal Year End Delinquencies as of June 1, 2025
Fiscal
Year
Amount
Levied
Parcels
Levied
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
2019-20 $3,850,339 3,335 28 $22,010 0.57% 0 $ 0 0.00%
2020-21 3,875,183 3,335 25 19,741 0.51 1 412 0.01
2021-22 3,911,093 3,335 21 17,867 0.46 1 825 0.02
2022-23 3,876,844 3,336 20 19,443 0.50 2 2,224 0.06
2023-24 3,870,225 3,378 21 19,592 0.12 5 4,663 0.12
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
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.”
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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.
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.
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
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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
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 — Redemption — 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 owner,
increased or decreased annually by an amount determined by the San Diego 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) (in accordance with the limitations in
Article XIIIA of the California Constitution (Proposition 13), as described below).
Article XIIIA of the California Constitution (Proposition 13) defines “full cash value” to mean “the
County assessor’s valuation of real property as shown on the 1975/76 roll under ‘full cash value’, or, thereafter,
the appraised value of real property when purchased or newly constructed or when a change in ownership has
occurred after the 1975 assessment,” subject to exemptions in certain circumstances of property transfer or
reconstruction. The “full cash value” is subject to annual adjustment to reflect increases, not to exceed 2% for
any year, or decreases in the consumer price index or comparable local data, or to reflect reductions in property
value caused by damage, destruction or other factors. Because of the general limitation to 2% per year in
increases in full cash value of properties which remain in the same ownership, the County tax roll does not reflect
values uniformly proportional to actual market values. As a result of the foregoing, there can be no assurance
that the assessed valuations of the properties within the Taxing Jurisdictions accurately reflect their respective
market values, and the future fair-market values of those properties may be lower or greater than their current
assessed valuations. 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, 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.
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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. Traces of the potentially active La Nacion fault zone are known to
cross the City in a generally north-south direction within the central portion of the City. The nearest active faults
are the Rose Canyon fault, located approximately 14 miles northwest of the City, and the Coronado Bank fault,
located approximately 30 miles from the City. 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
2023, as in several prior years, for example, devastating wildfires burned in various communities in the State,
causing wide-spread damage. In 2025, communities in Los Angeles County, including Pacific Palisades
(Palisades Fire), Malibu and Altadena (Eaton Fire), experienced widespread devastation from wildfires causing
losses of life, thousands of burned homes, and billions of dollars in property damage.
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. The
Border 2 Fire occurred in January 2025, burning 6,625 acres in the Otay Mountain wilderness area, to the east
of the City.
On March 24, 2025, the Department of Forestry and Fire Protection of the State of California (“CalFire”)
released an updated Fire Hazard Severity Zone (“FHSZ”) map for the Southern California region which
evaluates “Hazard,” being the likelihood and expected fire behavior over a 30 to 50-year period without
considering mitigation measures such as home hardening, recent wildfire or fuel reduction efforts. On the other
hand, “Risk” is the potential damage a fire can do to the area under existing conditions, accounting for any
modifications such as fuel reduction projects, defensible space, and ignition resistant building construction.
Pursuant to Sections 4201-4204 of the California Public Resources Code, the State Fire Marshall is mandated to
classify the state responsibility areas (the “SRAs”), where the State has financial responsibility for wildfire
protection and prevention, into FHSZs. These zones are classified as either “Moderate,” “High” or “Very High”
and are based on statewide criteria and severity of fire hazard that is expected to prevail in those areas. Each
zone embraces relatively homogeneous lands and is based on fuel loading, slope, fire weather, and other relevant
factors present, including areas where winds have been identified as a major cause of wildfire spread. In areas
designated as the local responsibility areas (the “LRAs”), where local agencies have financial responsibility for
wildfire protection and prevention, local agencies must adopt a FHSZ map and all three FHSZ classes. The
LRAs map process will happen after the SRAs map process has been completed, which is estimated to occur in
July of 2025. For more information, see the CAL Fire website. With the exception of CFD No. 12-I, all of the
Taxing Jurisdictions are located in areas which the Cal Fire has designated as a moderate FHSZ, high FHSZ or
as a very high FHSZ. In addition, CFD No. 2001-1 is located adjacent to open space terrain.
The Taxing Jurisdictions experience high winds known as Santa Ana winds which frequently
accompany and magnify the intensity of wildfires. There is a risk of homes 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 Taxing Jurisdictions. Additionally, property located adjacent to burn areas can be subject to
mudslides and flooding, which can cause significant damage and destruction to property.
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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.
On January 16, 2025, Governor Gavin Newsom issued Executive Order N-10-25 (the “Governor’s
Order”) which canceled penalties, costs and interest on overdue property taxes (including special taxes) within
certain ZIP codes affected by the Palisades and Eaton Fires during calendar year 2025. This will likely cause a
delay in the payment of property taxes, including special taxes, by certain property owners in any community
facilities district affected by the Governor’s Order. Unless the majority of property owners within any such
community facilities district pay their special taxes voluntarily or have mortgage impound accounts, it is likely
that the community facilities districts will need to draw upon a reserve fund to make debt service payments on
outstanding bonds prior to the expiration of the Governor’s Order and it is possible that outstanding bonds will
experience a payment default. In the event of a major fire or other natural disaster affecting the Taxing
Jurisdictions, a similar order affecting the Taxing Jurisdictions could impact the debt service payments for the
Bonds.
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
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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. 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
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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.
See the delinquency tables in Appendix A — “INFORMATION REGARDING THE TAXING
JURISDICTIONS” for the delinquency history of each Taxing Jurisdiction 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
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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 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 Bond Insurance
In the event that the Authority defaults in the payment of principal of or interest on the Bonds when
due, the Owners of the Bonds will have a claim under the Insurance Policy for such payments. See the caption
“BOND INSURANCE.” In the event that the Bond Insurer becomes obligated to make payments on the Bonds,
no assurance can be given that such event will not adversely affect the market for the Bonds. In the event that
the Bond Insurer is unable to make payments of principal of or interest on the Bonds when due under the
Insurance Policy or the Reserve Surety Bond, the Bonds will be payable solely from Revenues and amounts that
are held in certain funds and accounts established under the Indenture, as described under the caption
“SECURITY FOR THE BONDS.”
The long-term credit rating on the Bonds is dependent in part on the financial strength of the Bond
Insurer and its claims-paying ability. The Bond Insurer’s financial strength and claims-paying ability are
predicated upon a number of factors which could change over time. If the long-term ratings of the Bond Insurer
are lowered, such event could adversely affect the market for the Bonds. See the caption
“MISCELLANEOUS—Ratings.”
None of the Authority, the Community Facilities Districts, the City or the Municipal Advisor has made
an independent investigation of the claims-paying ability of the Bond Insurer, and no assurance or representation
regarding the financial strength or projected financial strength of the Bond Insurer is being made by the
Authority, the Community Facilities Districts, the City or the Municipal Advisor in this Official Statement.
Therefore, when making an investment decision with respect to the Bonds, potential investors should carefully
consider the ability of the Authority to pay principal and interest on the Bonds, assuming that the Insurance
Policy is not available to pay principal and interest on the Bonds, and the claims-paying ability of the Bond
Insurer through final maturity of the Bonds.
So long as the Insurance Policy remains in effect and the Bond Insurer is not in default of its obligations
thereunder, the Bond Insurer has certain notice, consent and other rights under the Indenture and will have the
right to control all remedies in the event of a default under the Indenture as to the Bonds. The Bond Insurer is
not required to obtain the consent of the Owners of the Bonds with respect to the exercise of remedies. See
Appendix B.
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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 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
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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 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 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 the Local Obligations 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.
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The County distributes Special Taxes throughout the year, with the largest portion being remitted to the
City and the Community Facilities Districts in January and in May.
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 “LEGAL MATTERS — 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.
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 “LEGAL MATTERS — 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 “INTRODUCTION — Continuing Disclosure” and
Appendix F — “FORM OF CONTINUING DISCLOSURE AGREEMENT.” Any failure to provide annual
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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, 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 proposed future development.
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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 its 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 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 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
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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 approximately 20 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 their respective Special
Taxes being levied in accordance with the applicable Rate and Method may now be brought.
LEGAL MATTERS
Tax Matters
In the opinion of Bond Counsel, 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, it should be noted that, 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 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 for federal income tax purposes of
interest (and original issue discount) on the Bonds is based upon certain representations of fact and certifications
made by the Authority, the City and others and is subject to the condition that the Authority and the City 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 City and the Community Facilities Districts will covenant 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.
Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether
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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 a bond counsel is provided with
respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income for
federal income tax purposes of interest (or original issue discount) on any Bond if any such action is taken or
omitted based upon the advice of counsel other than Bond Counsel.
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 City and the
Community Facilities Districts 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.
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 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 INTERPR ETATIONS
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 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.
See Appendix E — “FORM OF BOND COUNSEL OPINION” for a form of the opinion to be provided
by Bond Counsel on the date of issuance of the Bonds.
Absence of Litigation
The Authority will certify at the time the Bonds are issued that no litigation is pending or threatened
concerning the validity of the Bonds or the Local Obligations and that no action, suit or proceeding is known by
the Authority to be pending that would restrain or enjoin the delivery of the Bonds or the Local Obligations, or
contest or affect the validity of the Bonds or the Local Obligations or any proceedings of the Authority taken
with respect to the Bonds or the Local Obligations. The Community Facilities Districts will also each certify at
the time the Bonds are issued that no litigation is pending or threatened concerning the validity the Local
Obligations and that no action, suit or proceeding is known by the Community Facilities District to be pending
that would restrain or enjoin the delivery of the Local Obligations, or contest or affect the validity of the Local
Obligations or any proceedings of the Community Facilities Districts taken with respect to the Local Obligations.
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Legal Opinion
Certain proceedings in connection with the issuance of the Bonds are subject to the approval as to their
legality of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel for the Authority
in connection with the issuance of the Bonds. The opinion of Bond Counsel approving the validity of the Bonds
substantially in the form attached as Appendix E hereto will be attached to each Bond. Bond Counsel’s
employment is limited to a review of legal procedures required for the approval of the Bonds and to rendering
an opinion as to the validity of the Bonds and the exemption of interest on the Bonds from income taxation.
Bond Counsel expresses no opinion to the Owners of the Bonds as to the accuracy, completeness or fairness of
this Official Statement or other offering materials relating to the Bonds and expressly disclaims any duty to do
so.
MISCELLANEOUS
Ratings
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”), has assigned the
rating of “__” to the Bonds based upon the delivery of the Insurance Policy by the Bond Insurer at the time of
issuance of the Bonds. See “BOND INSURANCE” herein.
In addition, S&P has assigned its underlying rating of “___” to the Bonds, independent of the delivery
of the Insurance Policy. There is no assurance that any credit rating given to the Bonds will be maintained for
any period of time or that the ratings may not be lowered or withdrawn entirely by S&P if, in the judgment of
S&P, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an adverse
effect on the market price of the Bonds. Such ratings reflect only the views of S&P and an explanation of the
significance of such ratings may be obtained from S&P. Generally, rating agencies base their ratings on
information and materials furnished to them (which may include information and material from the City, the
Authority or the Community Facilities Districts which is not included in this Official Statement) and on
investigations, studies and assumptions by the rating agencies.
The Authority has covenanted in a Continuing Disclosure Agreement to file notices of any rating
changes on the Bonds. See the caption “—Continuing Disclosure” and Appendix F. Notwithstanding such
covenant, information relating to rating changes on the Bonds may be publicly available from the rating agencies
prior to such information being provided to the Authority and prior to the date the Authority is obligated to file
a notice of rating change. Purchasers of the Bonds are directed to the rating agencies and their respective
websites and official media outlets for the most current ratings changes with respect to the Bonds after the initial
issuance of the Bonds.
None of the City, the Authority, the Community Facilities Districts or the Purchaser makes any
representation as to the Bond Insurer’s creditworthiness or any representation that the Bond Insurer’s credit
rating will be maintained in the future. The rating agencies have previously taken action to downgrade the
ratings of certain municipal bond insurers and have published various releases outlining the processes that they
intend to follow in evaluating the ratings of financial guarantors. For some financial guarantors, the result of
such evaluations could be a rating affirmation, a change in rating outlook, a review for downgrade or a
downgrade. Potential investors are directed to the rating agencies for additional information on the applicable
rating agencies’ evaluations of the financial guaranty industry and individual financial guarantors, including the
Bond Insurer. See the caption “BOND INSURANCE” for further information relating to the Bond Insurer.
Financial Interests
The fees being paid to Bond Counsel, Disclosure Counsel, the Municipal Advisor and the Trustee are
contingent upon the issuance and delivery of the Bonds. From time to time, Stradling Yocca Carlson & Rauth
LLP, may represent the Purchaser on matters unrelated to the Bonds.
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Verification of Mathematical Accuracy
____________, upon delivery of the Bonds, will deliver a report on the mathematical accuracy of certain
computations, contained in schedules provided to them which were prepared by the Municipal Advisor, relating
to the sufficiency of moneys and securities deposited into the Escrow Funds to pay, when due, the principal,
whether at maturity or upon prior redemption, and interest requirements of the 2015 Bonds.
The report of ____________, will include the statement that the scope of its engagement is limited to
verifying the mathematical accuracy of the computations contained in such schedules provided to it, and that it
has no obligation to update its report because of events occurring, or data or information coming to its attention,
subsequent to the date of its report.
Purchase and Reoffering
The Bonds were sold at a competitive sale on ________, 2025, and awarded to __________________
(the “Purchaser”). The Purchaser has agreed to purchase the Bonds at a price of $____________, representing
the principal amount of the Bonds, plus/less original issue premium/discount of $__________, less a Purchaser’s
discount of $__________.
The Official Notice of Sale for the Bonds provides that the Purchaser will purchase all of the Bonds
awarded to the Purchaser if it purchases any of them. The obligation to make such a purchase is subject to
certain terms and conditions set forth in the Official Notice of Sale, the approval of certain legal matters by
counsel, and certain other conditions.
The Purchaser may offer and sell the Bonds to certain dealers and others at prices lower than the offering
prices stated on the inside cover page hereof. The offering prices may be changed from time to time by the
Purchaser.
Continuing Disclosure
The Authority will covenant to provide certain annual financial information (the “Annual Reports”) no
later than March 31 of each year, commencing with the report due March 31, 2026, 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 Purchaser 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 2015 Bonds and (b) 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.
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(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
References are made herein to certain documents and reports which are brief summaries thereof which
do not purport to be complete or definitive, and reference is made to such documents and reports for full and
complete statements of the contents thereof.
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.
The execution and delivery of this Official Statement has been duly authorized by the Authority.
CHULA VISTA MUNICIPAL FINANCING
AUTHORITY
By:
Executive Director
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APPENDIX A
INFORMATION REGARDING THE TAXING JURISDICTIONS
Community Facilities District No. 2001-1 Improvement Area B
Location and Description. Community Facilities District No. 2001-1 Improvement Area B (“CFD No.
2001-1 Improvement Area B”) was formed in 2001 and consists of two non-contiguous areas. One area,
consisting of a completed residential development, is located to the west of the South Bay Expressway at San
Miguel Ranch road, and is generally bordered to the south and west by Proctor Valley Road. The other area
consists of a completed commercial development located on the southeast corner of Proctor Valley Road and
Mt. Miguel Road.
Development in CFD No. 2001-1 Improvement Area B is complete with 286 single-family detached
residences, and a commercial development on three parcels (totaling approximately 10 acres) with approximately
105,000 square feet of retail space. There is one parcel classified as Undeveloped Property in CFD No. 2001-1
Improvement Area B which consists of the improved surface parking lot for the commercial development. The
residences in CFD No. 2001-1 Improvement Area B range in size from 2,339 square feet to 5,199 square feet.
Assigned Special Taxes. Table A-1 below sets forth the Special Taxes that are projected to be levied
on taxable property within CFD No. 2001-1 Improvement Area B in Fiscal Year 2025-26. The Special Taxes
in CFD No. 2001-1 Improvement Area B may not be levied after Fiscal Year 2041-42. The final maturity of the
CFD No. 2001-1 Improvement Area B Bonds is September 1, 2035.
For the complete text of the CFD No. 2001-1 Improvement Area B Rate and Method, see Appendix D
— “RATES AND METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING
JURISDICTIONS.”
TABLE A-1
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1 IMPROVEMENT AREA B
ASSIGNED SPECIAL TAX RATES FOR FISCAL YEAR 2025-26
Description
Number of
Parcels/Units
Fiscal Year
2024-25
Assessed
Value (1)
Maximum
Special Tax
Fiscal Year
2025-26
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Developed Commercial 3 $ 25,944,899 $ 44,975 $ 13,843 4.0%
Developed Residential - Detached 286 268,642,226 1,269,511 335,122 96.0
Undeveloped Commercial(2) 1 965,822 2,111 0 0.0
Totals 290 $ 295,552,947 $ 1,316,597 $ 348,965 100.0%
* Preliminary, subject to change.
(1) Reflects the Fiscal Year 2024-25 assessed value of the Taxable Property in CFD No. 2001-1 Improvement Area B.
(2) Improved parking lot serving the commercial development. The City does not anticipate that this parcel will ever be classified
as Developed Property.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Direct and Overlapping Debt. CFD No. 2001-1 Improvement Area B is included within the boundaries
of overlapping local agencies providing governmental services. Some of these local agencies have outstanding
bonds, and/or the authority to issue bonds, payable from taxes or assessments. The existing and authorized
indebtedness payable from taxes and assessments that may be levied upon the property within CFD No. 2001-1
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Improvement Area B is shown in Table A-2 below. In addition to current debt, new community facilities districts
and/or special assessment districts could be formed in the future encompassing all or a portion of the property
within CFD No. 2001-1 Improvement Area B; and such districts or the agencies that formed them could issue
more bonds and levy additional special taxes or assessments.
TABLE A-2
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1 IMPROVEMENT AREA B
DIRECT AND OVERLAPPING DEBT
AS OF MAY 1, 2025
I. Fiscal Year 2024-25 Assessed Value $295,552,947
II. Land Secured Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable
Amount
Applicable
Chula Vista Elementary School District CFD No. 1 CFD $17,464,969 0.388% $ 67,748
Chula Vista Elementary School District CFD No. 13 CFD 7,173,639 34.479 2,473,382
Sweetwater Union High School District CFD No. 1 CFD 4,861,269 0.398 19,364
Sweetwater Union High School District CFD No. 13 CFD 974,565 35.183 342,881
City Of Chula Vista CFD No. 2001-1 IA B, Series 2025 CFD 2,395,000* 100.000 2,395,000*
TOTAL LAND SECURED BONDED DEBT $5,298,376*
III. General Obligation Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable(1)
Amount
Applicable
Metropolitan Water Debt Service GO $19,215,000 0.008% $ 1,471
Southwestern Community College District GO 719,185,157 0.398 2,859,271
Sweetwater Union High School District GO 624,127,497 0.473 2,952,349
Chula Vista Elementary School District GO 252,059,000 0.687 1,731,225
TOTAL OUTSTANDING GENERAL OBLIGATION
BONDED DEBT
$7,544,315
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $12,842,690*
IV. Ratios to Appraisal Value
Outstanding Land Secured Bonded Debt 55.8:1*
Total Outstanding Bonded Debt 23.0:1*
* Preliminary, subject to change.
(1) Calculated by dividing the assessed value by the total assessed value for Fiscal Year 2024 -25.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Value-to-Lien. Development is complete on the Taxable Property within CFD No. 2001-1
Improvement Area B, with all planned homes transferred to individual homeowners and all commercial
development completed. Table A-3 sets forth the value-to-lien ratio of the property within CFD No. 2001-1
Improvement Area B for the ten property owners with the largest share of the Special Tax levy and for all other
owners of Taxable Property in the aggregate, in each case based on Fiscal Year 2024-25 assessed values and the
projected Fiscal Year 2025-26 Special Tax levy.
The Authority has obtained the assessed values of all of the taxable property in CFD No. 2001-1
Improvement Area B, as established by the County Assessor for Fiscal Year 2024-25, which totals $295,552,947.
The assessed value-to-lien ratio of the property within CFD No. 2001-1 Improvement Area B, based on the
Fiscal Year 2024-25 assessed values and all such estimated direct and overlapping special tax and assessment
indebtedness within CFD No. 2001-1 Improvement Area B, and assuming that the CFD No. 2001-1
Improvement Area B Bonds have been issued to refund the Prior CFD No. 2001-1 Improvement Area B Bonds,
equals approximately 55.8:1*. This ratio does not include other overlapping debt general obligation debt within
CFD No. 2001-1 Improvement Area B. Taking that direct and overlapping general obligation debt into account,
* Preliminary, subject to change.
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the ratio of the aggregate assessed value of the taxable property within CFD No. 2001-1 Improvement Area B
to the total principal amount of all direct and overlapping debt for CFD No. 2001-1 Improvement Area B is
approximately 23.0:1*.
Table A-4 below sets forth the stratification of value-to-liens of the Developed Property within CFD
No. 2001-1 Improvement Area B based on Fiscal Year 2024-25 assessed value and each parcel’s respective
share of the principal amount of the CFD No. 2001-1 Improvement Area B Bonds (allocated to each parcel based
upon its respective share of the total projected Special Tax levy for Fiscal Year 2025-26). The Developed
Property in CFD No. 2001-1 Improvement Area B includes all of the Taxable Property except for one parcel
used as an improved surface parking lot that is classified as Undeveloped Property, which is not expected to be
taxed. The ratio of the value of an individual lot within CFD No. 2001-1 Improvement Area B to its respective
share of the principal amount of the CFD No. 2001-1 Improvement Area B Bonds can be expected to vary.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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TABLE A-3
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1 IMPROVEMENT AREA B
ESTIMATED VALUE-TO-LIEN FOR TOP 10 TAXPAYERS
Property Owner Parcels
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected Total
Fiscal Year
2025-26
Special Tax
Levy*
Fiscal Year 2024-
25 Assessed Value
CFD No. 2001-
1 IA B
Bonds(1)*
All Other
Overlapping
Debt(2)
Total
Outstanding
Debt*
Value-to-Lien
Ratio*
University Square I LLC 2 $ 9,156 2.62% $ 11,373,000 $ 62,840 $ 0 $ 62,840 181.0:1
New Albertsons Inc <Lf> Baldwin Park Plaza
LLC(3)
2 4,687 1.34 15,537,721 32,166 87,112 119,278 130.3:1
Mayer Revocable Trust 11-21-19 1 1,609 0.46 1,060,238 11,044 12,468 23,512 45.1:1
Smith Joshua Robert & Patricia Lira 1 1,609 0.46 1,201,172 11,044 13,146 24,190 49.7:1
In Visarath & Christine E 1 1,609 0.46 859,271 11,044 11,764 22,808 37.7:1
Brabandt James E & Karen A 1 1,609 0.46 965,814 11,044 10,154 21,198 45.6:1
Rodriguez Family Trust 08-18-06 1 1,609 0.46 1,731,034 11,044 0 11,044 156.7:1
Alvarez R&C Family Trust 09-09-99 1 1,609 0.46 1,924,000 11,044 10,178 21,222 90.7:1
Alajeeli Ammar & Riadh Maysam 1 1,609 0.46 977,884 11,044 9,668 20,712 47.2:1
Baca Elias B Trust 06-03-24 1 1,609 0.46 1,936,720 11,044 12,964 24,008 80.7:1
Subtotal 12 26,716 7.66 37,566,854 183,359 167,453 350,812 107.1:1
All Other Property Owners 278 322,249 92.34 257,986,093 2,211,641 2,735,923 4,947,564 52.1:1
Totals 290 $ 348,965 100.00% $ 295,552,947 $ 2,395,000 $ 2,903,376 $ 5,298,376 55.8:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Does not include overlapping general obligation debt.
(9) Includes the improved parking lot serving the commercial development. The City does not anticipate that this parcel will ever be classified as Developed Property.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
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TABLE A-4
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1 IMPROVEMENT AREA B
VALUE-TO-LIEN STRATIFICATION FOR DEVELOPED PROPERTY*
Value-to-Lien Category
Number
of
Parcels/
Units
Fiscal Year 2024-
25 Assessed
Value
Percent of
Fiscal
Year 2024-
25
Assessed
Value
Projected
Special Tax
Levy
Fiscal Year
2025-26
Percent of
Projected
Special Tax
Levy
Fiscal Year
2025-26
CFD No.
2001-1 IA B
Bonds(1)
Percent
Share of
2001-1 IA B
Bonds
All Other
Overlapping
Debt(2)
Total
Overlapping
Debt
Aggregate
Value-to-
Lien
Less than 30.00:1(3) 3 $ 1,357,710 0.46% $ 2,854 0.82% $ 19,585 0.82% $ 28,423 $ 48,008 28.3:1
Between 30.00:1 to 40.00:1 26 18,862,651 6.40 30,751 8.81 211,051 8.81 289,172 500,224 37.7:1
Between 40.01:1 to 50.00:1 132 108,334,585 36.78 153,674 44.04 1,054,689 44.04 1,327,827 2,382,516 45.5:1
Between 50.01:1 to 60.00:1 62 58,872,764 19.98 72,097 20.66 494,812 20.66 594,438 1,089,250 54.1:1
Greater than 60.00:1(3) 66 107,159,415 36.38 89,589 25.67 614,863 25.67 663,516 1,278,379 83.8:1
Totals 289 $ 294,587,125 100.00% $ 348,965 100.00% $ 2,395,000 100.00% $ 2,903,376 $ 5,298,376 55.6:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Does not include overlapping general obligation debt.
(3) The minimum value to lien in the Less than 30.00:1 category is 26.3:1*. The maximum value to lien in the Greater than 60.00:1 category is 201.1:1*.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
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Historical Assessed Values. The following table summarizes the assessed values within CFD No. 2001-
1 Improvement Area B for the Fiscal Years shown.
TABLE A-5
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1 IMPROVEMENT AREA B
ASSESSED VALUATION HISTORY
FISCAL YEARS 2020-21 THROUGH 2024-25
Fiscal Year
Land
Assessed Value
Structure
Assessed Value
Total
Assessed Value
Percent Change in
Total Assessed Value
2020-21 $86,994,439 $172,334,385 $259,328,824 --
2021-22 90,056,189 176,788,588 266,844,777 2.90%
2022-23 95,649,454 182,281,455 277,930,909 4.15
2023-24 101,653,808 187,851,719 289,505,527 4.16
2024-25 104,193,157 191,359,790 295,552,947 2.09
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
Delinquencies. Unpaid amounts of the Special Taxes become delinquent after December 10 and
April 10 of each Fiscal Year. Table A-6 below summarizes the Special Tax delinquencies within CFD No. 2001-
1 Improvement Area B for Fiscal Years 2019-20 through 2023-24 as of June 1, 2025.
TABLE A-6
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1 IMPROVEMENT AREA B
SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES
FISCAL YEARS 2019-20 THROUGH 2023-24
Delinquencies at Fiscal Year End Delinquencies as of June 1, 2025
Fiscal
Year
Amount
Levied
Parcels
Levied
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
2019-20 $390,995 289 3 $3,529 0.90% 0 $ 0 0.00%
2020-21 386,493 289 5 5,132 1.33 0 0 0.00
2021-22 387,341 289 5 4,579 1.18 0 0 0.00
2022-23 383,704 289 6 7,603 1.98 1 1,425 0.37
2023-24 382,620 289 3 3,151 0.82 1 1,341 0.82
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
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Community Facilities District No. 07-I
Location and Description. Community Facilities District No. 07-I (“CFD No. 07-I”) was formed in
2003 and is located generally to the east of the South Bay Expressway at Birch Road and is bordered by Olympic
Parkway on the north, Eastlake Parkway to the west, and Hunte Parkway on the south and east.
Development in CFD No. 07-I is complete with 1,969 homes, consisting of 1,351 single-family
detached residences and 617 single-family attached residences, and a commercial development on one parcel
(totaling approximately 9 acres) with approximately 115,000 square feet of retail space. The residences range
in size from 1,279 square feet to 3,817 square feet.
Assigned Special Taxes. Table A-7 below sets forth the Special Taxes that are projected to be levied
on taxable property within CFD No. 07-I in Fiscal Year 2025-26. 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 is September 1, 2036.
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.”
TABLE A-7
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 7-I
ASSIGNED SPECIAL TAX RATES FOR FISCAL YEAR 2025-26
Description
Number of
Parcels/Units
Fiscal Year
2024-25 Assessed
Value (1)
Maximum
Special Tax
Fiscal Year
2025-26
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Developed Commercial 1 $ 59,189,882 $ 218,689 $ 34,387 1.8%
Developed Residential - Attached (3) 617 303,423,302 1,054,904 481,575 25.5
Developed Residential - Detached 1,351 903,024,067 2,453,737 1,373,712 72.7
Totals 1,969 $1,265,637,251 $3,727,329 $ 1,889,674 100.0%
* Preliminary, subject to change.
(1) Reflects the Fiscal Year 2024-25 assessed value of the taxable property.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Direct and Overlapping Debt. CFD No. 07-I is included within the boundaries of overlapping local
agencies providing governmental services. Some of these local agencies have outstanding bonds, and/or the
authority to issue bonds, payable from taxes or assessments. The existing and authorized indebtedness payable
from taxes and assessments that may be levied upon the property within CFD No. 07-I is shown in Table A-8
below. In addition to current debt, new community facilities districts and/or special assessment districts could
be formed in the future encompassing all or a portion of the property within CFD No. 07-I; and such districts or
the agencies that formed them could issue more bonds and levy additional special taxes or assessments.
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TABLE A-8
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 7-I
DIRECT AND OVERLAPPING DEBT
AS OF MAY 1, 2025
I. Fiscal Year 2024-25 Assessed Value $1,265,637,251
II. Land Secured Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable
Amount
Applicable
Chula Vista Elementary School District CFD No. 14 CFD $13,119,145 95.680% $12,552,358
Sweetwater Union High School District CFD No. 14 CFD 1,819,323 95.631 1,739,845
City of Chula Vista CFD No. 07-I, Series 2024 CFD 8,635,000 100.000 8,635,000
City of Chula Vista CFD No. 07-I, Series 2025 CFD 7,000,000* 100.000 7,000,000*
TOTAL LAND SECURED BONDED DEBT $29,927,202*
III. General Obligation Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable(1)
Amount
Applicable
Metropolitan Water Debt Service GO $19,215,000 0.033% $ 6,298
Southwestern Community College District GO 719,185,157 1.703 12,244,166
Sweetwater Union High School District GO 624,127,497 2.026 12,642,751
Chula Vista Elementary School District GO 252,059,000 2.941 7,413,569
TOTAL OUTSTANDING GENERAL OBLIGATION
BONDED DEBT
$32,306,785
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $62,233,987*
IV. Ratios to Appraisal Value
Outstanding Land Secured Bonded Debt 42.3:1*
Total Outstanding Bonded Debt 20.3:1*
* Preliminary, subject to change.
(1) Calculated by dividing the assessed value by the total assessed value for Fiscal Year 2024 -25.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Value-to-Lien. Development is complete on the Taxable Property within CFD No. 07-I, with all
planned homes transferred to individual homeowners and all commercial development completed. Table A-9
sets forth the value-to-lien ratio of the property within CFD No. 07-I for the ten property owners with the largest
share of the Special Tax levy and for all other owners of Taxable Property in the aggregate, in each case based
on Fiscal Year 2024-25 assessed values and the projected Fiscal Year 2025-26 Special Tax levy.
The Authority has obtained the assessed values of all of the taxable property in CFD No. 07-I, as
established by the County Assessor for Fiscal Year 2024-25, which totals $1,265,637,251. The assessed
value-to-lien ratio of the property within CFD No. 07-I, based on the Fiscal Year 2024-25 assessed values and
all such estimated direct and overlapping special tax and assessment indebtedness within CFD No. 07-I, and
assuming that the CFD No. 07-I Bonds have been issued to refund the Prior CFD No. 07-I Bonds, equals
approximately 42.3:1*. This ratio does not include other overlapping debt general obligation debt within CFD
No. 07-I. Taking that direct and overlapping general obligation debt into account, the ratio of the aggregate
assessed value of the taxable property within CFD No. 07-I to the total principal amount of all direct and
overlapping debt for CFD No. 07-I is approximately 20.3:1*.
Table A-10 below sets forth the stratification of value-to-liens of the Taxable Property within CFD No.
07-I based on Fiscal Year 2024-25 assessed value and each parcel’s respective share of the principal amount of
the CFD No. 07-I Bonds (allocated to each parcel based upon its respective share of the total projected Special
* Preliminary, subject to change.
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Tax levy for Fiscal Year 2025-26). The ratio of the value of an individual lot within CFD No. 07-I to its
respective share of the principal amount of the CFD No. 07-I Bonds can be expected to vary.
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TABLE A-9
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 7-I
ESTIMATED VALUE-TO-LIEN FOR TOP 10 TAXPAYERS
Property Owner Parcels
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected Total
Fiscal Year
2025-26
Special Tax
Levy*
Fiscal Year
2024-25
Assessed Value
CFD No. 07-I
2025 Bonds(1)*
All Other
Overlapping
Debt(2)
Total
Outstanding
Debt*
Value-to-Lien
Ratio*
San Diego Retail 1 LLC 1 $ 34,387 1.82% $ 59,189,882 $ 127,380 $ 157,134 $ 284,514 208.0:1
Gramico Inc 4 3,402 0.18 1,510,739 12,602 40,891 53,493 28.2:1
Investments of The Baja Californias LLC 3 2,339 0.12 827,556 8,664 26,757 35,421 23.4:1
Gadallah Luay & Ramy Btissam 2 2,126 0.11 1,203,110 7,876 27,289 35,165 34.2:1
Diaz Cesar 2 2,126 0.11 1,362,034 7,876 24,402 32,278 42.2:1
Ruvalcaba Jose A 2 2,126 0.11 1,369,859 7,876 22,705 30,581 44.8:1
HGM Properties LLC 2 1,914 0.10 1,033,138 7,088 25,661 32,750 31.6:1
Eastlake Properties LLC 2 1,914 0.10 784,895 7,088 21,369 28,457 27.6:1
Peluso/Aertgeerts Family Trust 01-30-09 3 1,914 0.10 789,663 7,088 24,184 31,273 25.3:1
Lee Michelle M 2 1,701 0.09 1,130,451 6,301 17,639 23,940 47.2:1
Subtotal 23 53,947 2.85 69,201,327 199,839 388,032 587,871 117.7:1
All Other Individual Property Owners 1946 1,835,726 97.15 1,196,435,924 6,800,161 22,539,170 29,339,331 40.8:1
Totals 1969 $1,889,674 100.00% $1,265,637,251 $ 7,000,000 $22,927,202 $ 29,927,202 42.3:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Includes the $8,635,000 outstanding CFD No. 07-I 2024 Bonds. Does not include overlapping general obligation debt.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Page 612 of 849
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TABLE A-10
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 7-I
VALUE-TO-LIEN STRATIFICATION FOR DEVELOPED PROPERTY*
Value-to-Lien Category
Number
of
Parcels/
Units
Fiscal Year 2024-
25 Assessed
Value
Percent of
Fiscal
Year 2024-
25
Assessed
Value
Projected
Special Tax
Levy
Fiscal Year
2025-26
Percent of
Projected
Special Tax
Levy
Fiscal Year
2025-26
CFD No. 07-I
2025 Bonds(1)
Percent
Share of 07-I
2025 Bonds
All Other
Overlapping
Debt(2)
Total
Overlapping
Debt
Aggregate
Value-to-
Lien
Less than 20.00:1(3) 9 $ 1,739,859 0.14% $ 7,867 0.42% $ 29,141 0.42% $ 82,105 $ 111,246 15.6:1
Between 20.00:1 to 30.00:1 296 116,814,215 9.23 274,487 14.53 1,016,795 14.53 3,301,517 4,318,312 27.1:1
Between 30.01:1 to 40.00:1 667 363,447,755 28.72 638,273 33.78 2,364,383 33.78 7,963,348 10,327,730 35.2:1
Between 40.01:1 to 50.00:1 591 390,132,055 30.82 557,054 29.48 2,063,519 29.48 6,812,073 8,875,592 44.0:1
Greater than 50.00:1(3) 406 393,503,367 31.09 411,993 21.80 1,526,163 21.80 4,768,159 6,294,321 62.5:1
Totals 1,969 $ 1,265,637,251 100.00% $1,889,674 100.00% $ 7,000,000 100.00% $22,927,202 $29,927,202 42.3:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Includes the outstanding CFD No. 07-I 2024 Bonds. Does not include overlapping general obligation debt.
(3) The minimum value to lien in the Less than 20.00:1 category is 7.1:1*. The maximum value to lien in the Greater than 50.00:1 category is 208.0:1*.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Page 613 of 849
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Historical Assessed Values. The following table summarizes the assessed values within CFD No. 07-
I for the Fiscal Years shown.
TABLE A-11
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 07-I
ASSESSED VALUATION HISTORY
FISCAL YEARS 2020-21 THROUGH 2024-25
Fiscal Year
Land
Assessed Value
Structure
Assessed Value
Total
Assessed Value
Percent Change in
Total Assessed Value
2020-21 $456,250,013 $570,761,653 $1,027,011,666 --
2021-22 473,882,129 587,864,356 1,061,746,485 3.38%
2022-23 516,056,089 630,960,219 1,147,016,308 8.03
2023-24 552,692,038 666,119,524 1,218,811,562 6.26
2024-25 580,745,394 684,891,857 1,265,637,251 3.84
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
Delinquencies. Unpaid amounts of the Special Taxes become delinquent after December 10 and
April 10 of each Fiscal Year. Table A-12 below summarizes the Special Tax delinquencies within CFD No. 07-
I for Fiscal Years 2019-20 through Fiscal Year 2023-24 as of June 1, 2025.
TABLE A-12
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 07-I
SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES
FISCAL YEARS 2019-20 THROUGH 2023-24
Delinquencies at Fiscal Year End Delinquencies as of June 1, 2025
Fiscal
Year
Amount
Levied
Parcels
Levied
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
2019-20 $2,383,788 1,926 19 $14,222 0.60% 0 $ 0 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 1 798 0.03
2023-24 2,361,648 1,969 14 11,692 0.50 4 3,322 0.50
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
Page 614 of 849
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August 5, 2025 City Council Post Agenda
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Community Facilities District 12-I
Location and Description. Community Facilities District No. 12-I (“CFD No. 12-I”) was formed in
2005 and is located generally on the southeast corner of Birch Road and Magdalena Avenue, adjacent to the
South Bay Expressway. Development in CFD No. 12-I is complete with 759 homes, consisting of 541 single-
family detached residences and 218 single-family attached residences. The residences range in size from 1,175
square feet to 3,005 square feet.
Assigned Special Taxes. Table A-13 below sets forth the Special Taxes that are projected to be levied
on taxable property within CFD No. 12-I in Fiscal Year 2025-26. The Special Taxes in CFD No. 12-I may not
be levied after Fiscal Year 2046-47. The final maturity of the CFD No. 12-I Bonds is September 1, 2035.
For the complete text of the CFD No. 12-I Rate and Method, see Appendix D — “RATES AND
METHODS OF APPORTIONMENT OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS.”
TABLE A-13
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
ASSIGNED SPECIAL TAX RATES FOR FISCAL YEAR 2025-26
Description
Number of
Parcels/Units
Fiscal Year 2024-
25 Assessed
Value (1)
Maximum
Special Tax
Fiscal Year
2025-26
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Developed Residential - Attached (3) 218 $ 99,320,539 $ 338,420 $ 145,826 20.7%
Developed Residential - Detached 541 331,981,028 1,180,942 560,308 79.3
Totals 759 $ 431,301,567 $1,519,362 $ 706,135 100.0%
* Preliminary, subject to change.
(1) Reflects the Fiscal Year 2024-25 assessed value of the taxable property.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Direct and Overlapping Debt. CFD No. 12-I is included within the boundaries of overlapping local
agencies providing governmental services. Some of these local agencies have outstanding bonds, and/or the
authority to issue bonds, payable from taxes or assessments. The existing and authorized indebtedness payable
from taxes and assessments that may be levied upon the property within CFD No. 12-I is shown in Table A-14
below. In addition to current debt, new community facilities districts and/or special assessment districts could
be formed in the future encompassing all or a portion of the property within CFD No. 12-I; and such districts or
the agencies that formed them could issue more bonds and levy additional special taxes or assessments.
Page 615 of 849
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August 5, 2025 City Council Post Agenda
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TABLE A-14
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
DIRECT AND OVERLAPPING DEBT
AS OF MAY 1, 2025
I. Fiscal Year 2024-25 Assessed Value $431,301,567
II. Land Secured Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable
Amount
Applicable
Chula Vista Elementary School District CFD No. 11 CFD $14,089,320 33.032% $ 4,654,003
Sweetwater Union High School District CFD No. 16 CFD 1,106,160 100.000 1,106,160
City of Chula Vista CFD No. 12-I, Series 2025 CFD 5,125,000* 100.000 5,125,000*
TOTAL LAND SECURED BONDED DEBT $10,885,163*
III. General Obligation Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable(1)
Amount
Applicable
Metropolitan Water Debt Service GO $19,215,000 0.011% $ 2,146
Southwestern Community College District GO 719,185,157 0.580 4,172,545
Sweetwater Union High School District GO 624,127,497 0.690 4,308,374
Chula Vista Elementary School District GO 252,059,000 1.002 2,526,383
TOTAL OUTSTANDING GENERAL OBLIGATION
BONDED DEBT
$11,009,448
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $ 21,894,611*
IV. Ratios to Appraisal Value
Outstanding Land Secured Bonded Debt 39.6:1*
Total Outstanding Bonded Debt 19.7:1*
* Preliminary, subject to change.
(1) Calculated by dividing the assessed value by the total assessed value for Fiscal Year 2024 -25.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Value-to-Lien. Development is complete on the Taxable Property within CFD No. 12-I, with all homes
transferred to individual homeowners. Table A-15 sets forth the value-to-lien ratio of the property within CFD
No. 12-I for the ten property owners with the largest share of the Special Tax levy and for all other owners of
Taxable Property in the aggregate, in each case based on Fiscal Year 2024-25 assessed values and the projected
Fiscal Year 2025-26 Special Tax levy.
The Authority has obtained the assessed values of all of the taxable property in CFD No. 12-I, as
established by the County Assessor for Fiscal Year 2024-25, which totals $431,301,567. The assessed
value-to-lien ratio of the property within CFD No. 12-I, based on the Fiscal Year 2024-25 assessed values,
assuming that the CFD No. 12-I Bonds have been issued to refund the Prior CFD No. 12-I Bonds, equals
approximately 39.6:1*. The foregoing ratio does not include other overlapping general obligation debt within
CFD No. 12-I. Taking that direct and overlapping general obligation debt into account, the ratio of the aggregate
assessed value of the Taxable Property within CFD No. 12-I to the total principal amount of all direct and
overlapping debt for CFD No. 12-I is approximately 19.7:1*.
Table A-16 below sets forth the stratification of value-to-liens of the Taxable Property within CFD No.
12-I based on Fiscal Year 2024-25 assessed value and each parcel’s respective share of the principal amount of
the CFD No. 12-I Bonds (allocated to each parcel based upon its respective share of the total projected Special
Tax levy for Fiscal Year 2025-26) and the ratio of the assessed value to its share of the CFD No. 12-I Bonds.
The ratio of the value of an individual lot within CFD No. 12-I to its respective share of the principal amount of
the CFD No. 12-I Bonds can be expected to vary.
* Preliminary, subject to change.
Page 616 of 849
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August 5, 2025 City Council Post Agenda
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TABLE A-15
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
ESTIMATED VALUE-TO-LIEN FOR TOP 10 TAXPAYERS
Property Owner Parcels
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected Total
Fiscal Year
2025-26
Special Tax
Levy*
Fiscal Year 2024-
25 Assessed Value
CFD No. 12-I
Bonds(1)*
All Other
Overlapping
Debt(2)
Total
Outstanding
Debt*
Value-to-Lien
Ratio*
Haines Gary D & Alicia D 1 $ 1,818 0.26% $ 763,087 $ 13,195 $ 10,892 $ 24,086 31.7:1
Pitel Roderick D & Joyce 1 1,731 0.25 447,733 12,565 10,746 23,311 19.2:1
Berry Quintin 1 1,731 0.25 654,984 12,565 10,644 23,209 28.2:1
Valles Edgar J 1 1,731 0.25 1,134,036 12,565 10,405 22,971 49.4:1
Saldivar Carlos A 1 1,731 0.25 1,025,624 12,565 9,950 22,515 45.6:1
Ramos Family Trust 06-12-24 1 1,731 0.25 673,135 12,565 10,123 22,688 29.7:1
Mangubat Charlesivan C & Lantacon Rachel D 1 1,731 0.25 707,584 12,565 10,106 22,671 31.2:1
Ibanez Richard B & Cimon Catherine P 1 1,731 0.25 1,046,663 12,565 10,019 22,585 46.3:1
Silva Anthony T & Elizabeth 1 1,731 0.25 519,121 12,565 10,195 22,760 22.8:1
Pope Revocable Living Trust 10-09-20 1 1,731 0.25 716,157 12,565 10,102 22,667 31.6:1
Subtotal 10 17,400 2.46 7,688,124 126,283 103,181 229,464 33.5:1
All Other Individual Property Owners 749 688,735 97.54 423,613,443 4,998,717 5,656,982 10,655,699 39.8:1
Totals 759 $ 706,135 100.00% $ 431,301,567 $ 5,125,000 $ 5,760,163 $ 10,885,163 39.6:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Does not include overlapping general obligation debt.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Page 617 of 849
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August 5, 2025 City Council Post Agenda
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TABLE A-16
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
VALUE-TO-LIEN STRATIFICATION FOR DEVELOPED PROPERTY*
Value-to-Lien Category
Number
of
Parcels/
Units
Fiscal Year 2024-
25 Assessed
Value
Percent of
Fiscal
Year 2024-
25
Assessed
Value
Projected
Special Tax
Levy
Fiscal Year
2025-26
Percent of
Projected
Special Tax
Levy
Fiscal Year
2025-26
CFD No. 12-I
Bonds(1)
Percent
Share of
CFD No.
12-I Bonds
All Other
Overlapping
Debt(2)
Total
Overlapping
Debt
Aggregate
Value-to-
Lien
Less than 20.00:1 (3) 3 $ 993,387 0.23% $ 4,098 0.58% $ 29,745 0.58% $ 31,524 $ 61,269 16.2:1
Between 20.00:1 to 30.00:1 77 36,346,584 8.43 108,774 15.40 789,462 15.40 622,925 1,412,387 25.7:1
Between 30.01:1 to 40.00:1 361 184,710,946 42.83 331,882 47.00 2,408,739 47.00 2,823,358 5,232,097 35.3:1
Greater than 40.00:1(3) 318 209,250,650 48.52 261,381 37.02 1,897,054 37.02 2,282,356 4,179,410 50.1:1
Totals 759 $ 431,301,567 100.00% $ 706,135 100.00% $ 5,125,000 100.00% $ 5,760,163 $10,885,163 39.6:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Does not include overlapping general obligation debt.
(3) The minimum value to lien in the Less than 20.00:1 category is 6.2:1*. The maximum value to lien in the Greater than 40.00:1 category is 77.9:1*.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Page 618 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
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Historical Assessed Values. The following table summarizes the historical and current assessed values
within CFD No. 12-I for the Fiscal Years shown.
TABLE A-17
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
ASSESSED VALUATION HISTORY
FISCAL YEARS 2019-20 THROUGH 2024-25
Fiscal Year
Land
Assessed Value
Structure
Assessed Value
Total
Assessed Value
Percent Change in
Total Assessed Value
2020-21 $128,097,616 $230,189,181 $358,286,797 --
2021-22 134,214,221 234,769,860 368,984,081 2.99%
2022-23 151,607,071 243,268,628 394,875,699 7.02
2023-24 162,030,102 253,534,445 415,564,547 5.24
2024-25 173,244,686 258,056,881 431,301,567 3.79
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
Delinquencies. Unpaid amounts of the Special Taxes become delinquent after December 10 and
April 10 of each Fiscal Year. Table A-18 below summarizes the Special Tax delinquencies within CFD No. 12-
I for Fiscal Years 2019-20 through 2023-24 as of June 1, 2025.
TABLE A-18
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES
FISCAL YEARS 2019-20 THROUGH 2023-24
Delinquencies at Fiscal Year End Delinquencies as of June 1, 2025
Fiscal
Year
Amount
Levied
Parcels
Levied
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
2019-20 $792,535 759 4 $3,418 0.43% 0 $ 0 0.00%
2020-21 817,214 759 3 2,631 0.32 0 0 0.00
2021-22 845,184 759 1 1,051 0.12 0 0 0.00
2022-23 843,762 759 2 1,595 0.19 0 0 0.00
2023-24 846,453 759 4 4,749 0.56 0 0 0.00
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
.
Page 619 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
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Community Facilities District No. 13-I
Location and Description. Community Facilities District No. 13-I (“CFD No. 13-I”) was formed in
2005 and is located generally south of Birch Road, west of Magdalena Avenue, east of La Media Road, and is
bordered to the south by currently undeveloped land. Development in CFD No. 13-I is complete with 361 single-
family detached residences. The residences range in size from 1,523 square feet to 3,138 square feet.
Assigned Special Taxes. Table A-19 below sets forth the Special Taxes that are projected to be levied
on taxable property within CFD No. 13-I in Fiscal Year 2025-26. The Special Taxes may not be levied after
Fiscal Year 2046-47. The final maturity of the CFD No. 13-I Bonds is September 1, 2035. For the complete text
of the CFD No. 13-I Rate and Method, see Appendix D — “RATES AND METHODS OF APPORTIONMENT
OF SPECIAL TAXES FOR THE TAXING JURISDICTIONS.”
TABLE A-19
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
ASSIGNED SPECIAL TAX RATES FOR FISCAL YEAR 2025-26
Description
Number of
Parcels/Units
Fiscal Year 2024-
25 Assessed
Value (1)
Maximum
Special Tax
Fiscal Year
2025-26
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Developed Residential - Detached 361 $ 232,180,467 $ 889,021 $ 232,826 100.0%
Totals 361 $ 232,180,467 $ 889,021 $ 232,826 100.0%
* Preliminary, subject to change.
(1) Reflects the Fiscal Year 2024-25 assessed value of the taxable property.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Direct and Overlapping Debt. CFD No. 13-I is included within the boundaries of overlapping local
agencies providing governmental services. Some of these local agencies have outstanding bonds, and/or the
authority to issue bonds, payable from taxes or assessments. The existing and authorized indebtedness payable
from taxes and assessments that may be levied upon the property within CFD No. 13-I is shown in Table A-20
below. In addition to current debt, new community facilities districts and/or special assessment districts could
be formed in the future encompassing all or a portion of the property within CFD No. 13-I; and such districts or
the agencies that formed them could issue more bonds and levy additional special taxes or assessments.
Page 620 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
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TABLE A-20
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
DIRECT AND OVERLAPPING DEBT
AS OF MAY 1, 2025
I. Fiscal Year 2024-25 Assessed Value $232,180,467
II. Land Secured Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable
Amount
Applicable
Chula Vista Elementary School District CFD No. 17 CFD $16,099,988 22.320% $3,593,491
Sweetwater Union High School District CFD No. 17 CFD 2,034,514 21.556 438,564
City of Chula Vista CFD No. 13-I, Series 2025 CFD 1,545,000* 100.000 1,545,000*
TOTAL LAND SECURED BONDED DEBT $5,577,055*
III. General Obligation Bond Indebtedness
Outstanding Direct and
Overlapping Bonded Debt Type Outstanding
Percentage
Applicable(2)
Amount
Applicable
Metropolitan Water Debt Service GO $19,215,000 0.006% $ 1,155
Southwestern Community College District GO 719,185,157 0.312 2,246,186
Sweetwater Union High School District GO 624,127,497 0.372 2,319,306
Chula Vista Elementary School District GO 252,059,000 0.540 1,360,015
TOTAL OUTSTANDING GENERAL OBLIGATION
BONDED DEBT
$5,926,662
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $11,503,718*
IV. Ratios to Appraisal Value
Outstanding Land Secured Bonded Debt 41.6:1*
Total Outstanding Bonded Debt 20.2:1*
* Preliminary, subject to change.
(1) Calculated by dividing the assessed value by the total assessed value for Fiscal Year 2024-25.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
Value-to-Lien. Development is complete within CFD No. 13-I, with all planned homes transferred to
individual homeowners. Table A-21 sets forth the value-to-lien ratio of the property within CFD No. 13-I for
the ten property owners with the largest share of the Special Tax levy and for all other owners of Taxable Property
in the aggregate, in each case based on Fiscal Year 2024-25 assessed values and the projected Fiscal Year 2025-
26 Special Tax levy.
The Authority has obtained the assessed values of all of the taxable property in CFD No. 13-I, as
established by the County Assessor for Fiscal Year 2024-25, which totals $232,180,467. The assessed
value-to-lien ratio of the property within CFD No. 13-I, based on the Fiscal Year 2024-25 assessed values,
assuming that the CFD No. 13-I Bonds have been issued to refund the Prior Improvement CFD No. 13-I Bonds,
equals approximately 41.6:1*. The foregoing ratio does not include other overlapping general obligation debt
within CFD No. 13-I. Taking that overlapping general obligation debt into account, the ratio of the aggregate
assessed value of the Taxable Property within CFD No. 13-I to the total principal amount of all direct and
overlapping debt for CFD No. 13-I is approximately 20.2:1*.
Table A-22 below sets forth the stratification of value-to-liens of the Taxable Property within CFD No.
13-I based on Fiscal Year 2024-25 assessed value and each parcel’s respective share of the principal amount of
the CFD No. 13-I Bonds (allocated to each parcel based upon its respective share of the total projected Special
Tax levy for Fiscal Year 2025-26) and the ratio of the assessed value to its share of the CFD No. 13-I Bonds.
* Preliminary, subject to change.
Page 621 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
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The ratio of the value of an individual lot within CFD No. 13-I to its respective share of the principal amount of
the CFD No. 13-I Bonds can be expected to vary.
Page 622 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
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TABLE A-21
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
ESTIMATED VALUE-TO-LIEN FOR TOP 10 TAXPAYERS
Property Owner Parcels
Projected
Fiscal Year
2025-26
Special Tax
Levy*
Percent of
Projected Total
Fiscal Year
2025-26
Special Tax
Levy*
Fiscal Year 2024-
25 Assessed
Value(1)
CFD No. 13-I
Bonds(1)*
All Other
Overlapping
Debt(2)
Total
Outstanding
Debt*
Value-to-Lien
Ratio*
Gatbonton Zoraida T 2 $ 1,508 0.65% $ 1,273,317 $ 10,005 $ 20,944 $ 30,949 41.1:1
Cua Lourdes C 1 1,176 0.51 516,776 7,805 13,414 21,219 24.4:1
Le Eric H & Elizabeth 1 1,176 0.51 1,048,781 7,805 13,414 21,219 49.4:1
Tibia Luciano & Maria C H 1 1,176 0.51 649,919 7,805 13,414 21,219 30.6:1
Franco Jose Jr 1 1,176 0.51 795,905 7,805 13,414 21,219 37.5:1
Almeida Chris A & Elizabeth S 1 1,176 0.51 609,300 7,805 13,414 21,219 28.7:1
Moreno Reyes Trust 02-21-19 1 1,176 0.51 745,272 7,805 13,414 21,219 35.1:1
Katz David C Jr 1 1,176 0.51 699,929 7,805 13,414 21,219 33.0:1
Hernandez Josue E & Maria G 1 1,176 0.51 648,975 7,805 13,414 21,219 30.6:1
Bond Gregory F & Rachel R 1 1,176 0.51 638,941 7,805 13,414 21,219 30.1:1
Subtotal 11 12,093 5.19 7,627,115 80,250 141,669 221,919 34.4:1
All Other Individual Property Owners 350 220,733 94.81 224,553,352 1,464,750 3,890,386 5,355,137 41.9:1
Totals 361 $ 232,826 100.00% $ 232,180,467 $ 1,545,000 $ 4,032,055 $ 5,577,055 41.6:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Does not include overlapping general obligation debt.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
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TABLE A-22
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
VALUE-TO-LIEN STRATIFICATION FOR DEVELOPED PROPERTY*
Value-to-Lien Category
Number
of
Parcels/
Units
Assessed
Value (1)
Percent of
Assessed
Value
Projected
Special Tax
Levy
Fiscal Year
2025-26
Percent of
Projected
Special Tax
Levy
Fiscal Year
2025-26
CFD No. 13-I
Bonds(1)*
Percent
Share of
CFD No.
13-I Bonds
All Other
Overlapping
Debt(2)
Total
Overlapping
Debt
Aggregate
Value-to-
Lien
Less than 20.00:1(3) 2 $ 375,258 0.16% $ 2,134 0.92% $ 14,160 0.92% $ 20,893 $ 35,053 10.7:1
Between 20.00:1 to 30.00:1 29 13,303,385 5.73 30,473 13.09 202,217 13.09 307,510 509,727 26.1:1
Between 30.01:1 to 40.00:1 145 85,982,714 37.03 93,603 40.20 621,137 40.20 1,746,544 2,367,681 36.3:1
Between 40.01:1 to 50.00:1 107 70,329,357 30.29 61,202 26.29 406,126 26.29 1,181,486 1,587,612 44.3:1
Greater than 50.00:1(3) 78 62,189,753 26.79 45,414 19.51 301,360 19.51 775,623 1,076,983 57.7:1
Totals 361 $ 232,180,467 100.00% $ 232,826 100.00% $ 1,545,000 100.00% $ 4,032,055 $ 5,577,055 41.6:1
* Preliminary, subject to change.
(1) Allocated based on the projected Fiscal Year 2025-26 Special Tax levy.
(2) Does not include overlapping general obligation debt.
(3) The minimum value to lien in the Less than 20.00:1 category is 4.5:1*. The maximum value to lien in the Greater than 50.00:1 category is 93.1:1*.
Source: San Diego County Assessor’s Office, Spicer Consulting Group, LLC.
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Historical Assessed Values. The following table summarizes the assessed values within CFD No. 13-
I for the Fiscal Years shown.
TABLE A-23
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
ASSESSED VALUATION HISTORY
FISCAL YEARS 2020-21 THROUGH 2024-25
Fiscal Year
Land
Assessed Value
Structure
Assessed Value
Total
Assessed Value
Percent Change in
Total Assessed Value
2020-21 $64,085,998 $133,346,793 $197,432,791 --
2021-22 67,403,331 135,802,109 203,205,440 2.92%
2022-23 76,654,198 137,268,831 213,923,029 5.27
2023-24 82,343,661 141,635,504 223,979,165 4.70
2024-25 87,680,682 144,499,785 232,180,467 3.66
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
Delinquencies. Unpaid amounts of the Special Taxes become delinquent after December 10 and
April 10 of each Fiscal Year. Table A-24 below summarizes the Special Tax delinquencies within CFD No.
13-I for Fiscal Years 2019-20 through 2023-24 as of June 1, 2025.
TABLE A-24
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
SPECIAL TAX LEVIES, DELINQUENCIES AND DELINQUENCY RATES
FISCAL YEARS 2019-20 THROUGH 2023-24
Delinquencies at Fiscal Year End Delinquencies as of June 1, 2025
Fiscal
Year
Amount
Levied
Parcels
Levied
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
2019-20 $283,021 361 2 $ 841 0.30% 0 $ 0 0.00%
2020-21 279,047 361 3 1,959 0.70 0 0 0.00
2021-22 281,646 361 0 0 0.00 0 0 0.00
2022-23 284,078 361 0 0 0.00 0 0 0.00
2023-24 279,503 361 0 0 0.00 0 0 0.00
Source: San Diego County Assessor’s Office; Spicer Consulting Group, LLC.
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APPENDIX B
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
SUMMARY OF AUTHORITY INDENTURE
The following is a brief summary of certain provisions of the Indenture governing the terms of the Bonds.
This summary includes only the provisions of the documents not already summarized in the Official Statement
and does not purport to be complete and is qualified in its entirety by reference to said documents.
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SUMMARY OF THE LOCAL OBLIGATION INDENTURES
The following is a brief summary of certain provisions of the Bond Indentures for the CFD No. 2001-1
Improvement Area B Bonds, the CFD No. 07-I Bonds, the CFD No. 13-I Bonds and the CFD No. 12-I Bonds
governing the terms of such bonds (collectively, the “Bond Indentures”). Except as otherwise described below,
such Bond Indentures are substantially similar. This summary includes only the provisions of the Bond
Indentures not already summarized in the Official Statement and does not purport to be complete and is qualified
in its entirety by reference to said documents.
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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 the San Diego Bay in Southern California, approximately eight miles south of the City
of San Diego and approximately seven 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 2025 estimated population of approximately 281,401, Chula
Vista is the second largest city in the County.
Population
The following table shows estimated population figures as of each January 1 for the City, the County
and the State for 2021 through 2025.
Area 2021 2022 2023 2024 2025
City of Chula Vista 276,575 276,738 279,013 280,840 281,401
County of San Diego 3,289,937 3,282,556 3,300,587 3,315,362 3,330,139
State of California 39,369,530 39,179,680 39,228,444 39,420,663 39,529,101
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 2020 through 2024.
BUILDING PERMIT VALUATIONS(1)
City of Chula Vista
2020-2024
2020 2021 2022 2023 2024
Residential $244,048,025 $270,279,706 $183,949,367 $262,959,081 $236,278,512
Non-residential 51,555,699 13,302,121 302,731,012 198,233,695 50,000,975
Total $295,603,724 $283,581,827 $486,680,379 $461,192,776 $286,279,487
Total Permits 1,021 1,799 979 1,156 1,275
___________________________
(1) Excludes additions and alterations.
Source: Construction Industry Research Board.
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Employment
The following tables show the largest employers located in the City and County as of June 30, 2024.
LARGEST EMPLOYERS
City of Chula Vista
(as of June 30, 2024)
Name of Business Employees Type of Business
Sweetwater Union High School District 3,983 Education
Chula Vista Elementary School District 3,923 Education
Sharp Chula Vista Medical Center 3,114 Healthcare
Southwestern Community College 1,994 Higher Education
Wal-Mart 1,451 Retail- General Merchandise
City of Chula Vista 1,443 Municipal Government
Rohr Inc./Goodrich Aerospace 1,303 Aerospace/Manufacturing
Scripps Mercy Hospital Chula Vista 1,073 Healthcare
SBCS Corporation 1,004 Nonprofit Organization
Costco Wholesale 777 Retail- General Merchandise
__________________________
Source: City of Chula Vista Annual Comprehensive Financial Report for the year ending June 30, 2024.
County of San Diego
(as of June 30, 2024)
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, 2024.
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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 2020
through 2024.
SAN DIEGO-CARLSBAD MSA
INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE
Industry 2020 2021 2022 2023 2024
Government 237,100 237,900 246,600 249,500 254,700
Other Services 44,800 47,500 54,400 56,800 57,500
Leisure and Hospitality 144,800 161,600 193,100 200,900 202,500
Educational and Health Services 210,900 216,700 228,300 244,500 257,300
Professional and Business Services 248,300 265,300 282,500 275,600 267,300
Financial Activities 74,800 76,200 76,900 72,500 71,400
Information 22,100 21,500 22,100 22,000 21,100
Transportation, Warehousing and Utilities 33,300 37,100 40,100 41,300 42,400
Service Producing
Retail Trade 133,200 137,600 138,600 138,800 137,600
Wholesale Trade 41,300 42,100 43,700 43,500 42,900
Manufacturing
Nondurable Goods 28,400 30,500 32,300 30,900 29,700
Durable Goods 85,400 83,900 84,600 84,600 82,900
Mining, Logging and Construction 81,600 84,100 87,800 89,700 90,600
Total Nonfarm 1,385,800 1,442,100 1,531,000 1,550,500 1,558,100
Farm 9,200 9,000 9,600 9,400 9,000
Total (all industries) 1,395,000 1,451,100 1,540,600 1,559,800 1,567,100
__________________________________________
Source: State of California Employment Development Department, Labor Market Information Division, “Industry Employment
& Labor Force.”
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The following table summarizes the labor force, employment and unemployment figures for the
period from 2020 through 2024 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
2020
Chula Vista 127,600 114,600 13,000 10.2%
San Diego County 1,569,600 1,425,300 144,300 9.2
California 18,956,600 17,039,800 1,916,800 10.1
United States 160,742,000 147,795,000 12,947,000 8.1
2021
Chula Vista 128,300 119,000 9,200 7.2%
San Diego County 1,571,300 1,471,300 100,000 6.4
California 18,954,600 17,564,900 1,389,700 7.3
United States 161,204,000 152,581,000 8,623,000 5.3
2022
Chula Vista 130,200 125,200 5,000 3.8%
San Diego County 1,609,800 1,554,700 55,100 3.4
California 19,218,300 18,393,900 824,400 4.3
United States 164,287,000 158,291,000 5,996,000 3.6
2023
Chula Vista 132,200 127,000 5,200 4.0%
San Diego County 1,636,700 1,575,700 61,000 3.7
California 19,471,000 18,551,800 919,200 4.7
United States 167,116,000 161,037,000 6,080,000 3.6
2024
Chula Vista 133,200 127,100 6,100 4.6%
San Diego County 1,648,500 1,577,300 71,200 4.3
California 19,644,100 18,600,900 1,043,100 5.3
United States 168,106,000 161,346,000 6,761,000 4.0
__________________________________
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.
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
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AND UNITED STATES
2019 – 2023
Year City of Chula Vista(1) County of San Diego(2) State of California(2) United States(2)
2019 $57,057 $62,058 $64,219 $55,567
2020 60,482 67,569 70,098 59,123
2021 59,207 73,084 76,882 64,460
2022 60,072 74,476 76,941 66,244
2023 Not available 89,122 81,255 69,810
____________________________________
Source: (1) City of Chula Vista Annual Comprehensive Financial Report for the year ending June 30, 202 4.
(2) U.S. Bureau of Economic Analysis, “CAINC1 County and MSA personal income summary: personal income,
population, per capita personal income”
Taxable Sales
Taxable transactions by type of business for the City are summarized below for calendar years 2020
through 2024.
CITY OF CHULA VISTA
TAXABLE TRANSACTIONS BY TYPE OF BUSINESS
(in thousands)
2020 – 2024
2020 2021 2022 2023 2024
Retail and Food Services
Motor Vehicle and Parts Dealers $ 248,946 $ 336,006 $ 392,158 $ 434,896 $ 439,656
Home Furnishings and Appliance Stores 152,753 192,293 177,282 170,268 167,676
Building Material, Garden Supplies 176,994 187,030 193,023 180,254 181,794
Food and Beverage Stores 178,700 180,726 189,597 195,120 185,653
Gasoline Stations 218,730 319,825 378,776 376,065 376,115
Clothing and Accessories Stores 135,662 198,309 224,553 236,609 252,362
General Merchandise 657,855 778,798 887,687 887,147 885,244
Food Services and Drinking Places 397,256 519,762 585,523 622,885 653,892
Other Retail Group 199,236 245,247 278,290 281,378 265,649
Total Retail and Food Services 2,366,132 2,957,997 3,306,890 3,384,623 3,408,042
All Other Outlets 280,148 343,915 425,226 438,444 475,588
Total All Outlets $2,646,280 $3,301,912 $3,732,116 $3,823,067 $3,883,630
__________________________________________
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.”
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COUNTY OF SAN DIEGO
TAXABLE TRANSACTIONS
(in thousands)
2020-2024
Year Permits Taxable Transactions
2020 46,531 $17,477,630
2021 42,709 21,823,571
2022 44,271 25,294,367
2023 43,656 25,718,127
2024 44,044 25,353,330
Source: Taxable Sales in California, California Department of Tax
and Fee Administration.
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APPENDIX D
RATES AND METHODS OF APPORTIONMENT
OF SPECIAL TAXES FOR
THE TAXING JURISDICTIONS
AMENDED RATE AND METHOD OF APPORTIONMENT FOR
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 2001-1,
IMPROVEMENT AREA B
(SAN MIGUEL RANCH)
A Special Tax as hereinafter defined shall be levied on all Assessor’s Parcels of Taxable Property within the
City of Chula Vista Community Facilities District No. 2001-1 (“CFD No. 2001-1 Improvement Area B”) and
collected each Fiscal Year commencing in Fiscal Year 2005-06, 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 real 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 meanings:
‘“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
map, parcel map, condominium plan, record of survey, or other recorded document creating or
describing the parcel. If the preceding maps are not available, the Acreage 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 following actual or reasonably estimated costs directly related
to the administration of Improvement Area B of CFD No. 2001-1 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. 2001-1, or any designee thereof of complying with
arbitrage rebate requirements; the costs to the City, CFD No. 2001-1, or any designee thereof of
complying with disclosure requirements associated with applicable federal and state securities laws and
of the Act; 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. 2001-1, or any designee
thereof related to an appeal 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. 2001-1, Improvement Area B for any other administrative purposes of CFD
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No. 2001-1, including 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 on 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
Indenture in excess of the reserve requirement as defined in such Indenture, delinquent Special Tax
payments, 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 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 No. 2001-1 for Improvement Area under the Act.
“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. 2001-1” means City of Chula Vista, Community Facilities District No. 2001-1 (San Miguel
Ranch).
“City” means the City of Chula Vista.
“Commercial 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.
“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 No. 2001-1.
“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 all Assessor’s Parcels that are exempt from the levy of the Special Tax
pursuant to the provisions of Section E.
“Final 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
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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. 2001-1.
“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.
“Lot(s)” means an individual legal lot created by a Final 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, that may be levied in any Fiscal Year on any Assessor’s Parcel of
Taxable Property.
“Outstanding Bonds” means all Bonds which remain outstanding.
“Property Owner Association Property” means any property within the boundaries of CFD No. 2001-
1 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 Assessor’s 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 CFD No. 2001-1 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.
“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 reference to appropriate
records kept by the City’s Building Department. Residential Floor Area will be based on the building
permit(s) issued for each dwelling unit prior to it being classified as Residential Property, and shall not
change as a result of additions or modifications made after such classification as Residential Property.
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“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. 2001-1,
Improvement Area B to: (i) pay annual debt service on all Outstanding Bonds; (ii) pay periodic costs
on the Bonds, including but not limited to, credit enhancement and rebate payments on the 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) and pay directly for acquisition
and/or construction of public improvements which are authorized to be financed by CFD No. 2001-1
for Improvement Area B; (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 Improvement Area
B 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.
“Zone 1” means a specific geographic area as depicted in Exhibit A attached hereto.
“Zone 2” means a specific geographic area as depicted in Exhibit A attached hereto.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Taxable Property within Improvement Area B 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. Furthermore, Developed Property shall be classified as Residential
Property 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 that is classified as Developed 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 of Developed Property is shown in
Table 1.
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TABLE 1
Assigned Special Tax for Developed Property within Zone 1 and Zone 2
Land Use
Class Description Assigned Special Tax
1 Residential Property $475.00 per unit plus $0.82 per
square foot of Residential Floor
Area
2 Commercial Property $4,000 per Acre of Commercial
Property
b. Backup Special Tax
When a Final Map is recorded within Zone 1 or Zone 2, 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 Developed Property classified as Residential Property or for each
Assessor’s Parcel of Undeveloped Property to be classified as Residential Property within the
Final Map area, the Backup Special Tax shall be the rate per Lot calculated according to the
following formula:
Zone 1
$10,444 x A
B =
L
Zone 2
$4,444 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
Map.
L = Lots in the Final Map which are classified or to be classified as Residential
Property.
For each Assessor’s Parcel of Developed Property classified as Commercial Property or for
each Assessor’s Parcel of Undeveloped Property to be classified as Commercial Property
within the Final Map area, the Backup Special Tax shall be determined by multiplying $10,444
for Zone 1 and $4,444 for Zone 2 by the total Acreage of the Commercial Property and
Undeveloped Property to be classified as Commercial Property within the Final Map area.
Notwithstanding the foregoing, if Assessor’s Parcels of Residential Property, Commercial
Property or Undeveloped Property for which the total Backup Special Tax has been determined
are subsequently changed or modified by recordation of a new or amended Final Map, then the
total Backup Special Tax applicable to such Assessor’s Parcels shall be recalculated to equal
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the amount of total 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 $10,444 per Acre for Zone 1 and $4,444 per Acre for Zone 2.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2005-06 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 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 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 and 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 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 in
Improvement Area B.
E. EXEMPTIONS
1. The CFD Administrator shall classify as Exempt Property (i) Assessor’s Parcels defined as
Public Property, (ii) Assessor’s Parcels defined as Property Owner Association Property,
(iii) Assessor’s Parcels defined as Community Purpose Facility Property or (iv) Assessor’s Parcels with
public or utility easements making impractical their utilization for other than the purposes set forth in
the easement, provided that no such classification would reduce the sum of all Taxable Property to less
than 100.94 Acres in Zone 1 and 9.63 Acres in Zone 2. Assessor’s Parcels which cannot be classified
as Exempt Property because such classification would reduce the Acreage of all Taxable Property to
less than 100.94 Acres in Zone 1 and 9.63 Acres in Zone 2 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 Public Property which cannot be
classified as Exempt Property as described in the first paragraph of Section E shall be prepaid in full by
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the seller pursuant to Section H.1, prior to the transfer/dedication of such property. 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 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
The Council shall establish as part of the proceedings and administration of CFD No. 2001-1,
Improvement Area B a special three-member 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 may file a
written notice with the Review/Appeal Committee appealing the amount of the Special Tax levied on
such Assessor’s Parcel. 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. 2001-1, 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 which 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 Improvement Area
B.
“CFD Public Facilities Costs” means either $9.75 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.
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“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 by 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 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 CM) 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:
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 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 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 Outstanding
Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond
Redemption Amount”).
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4. Multiply the Bond Redemption Amount computed pursuant to paragraph 3 by the applicable
redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption
Premium”).
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 Improvement Area B, 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 paragraph 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 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”).
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
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to paragraph 10 shall be retained by CFD No. 2001-1, Improvement Area B. The amount
computed pursuant to paragraph 6 shall be deposited in the Construction Fund.
The Prepayment Amount may be insufficient 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
Board 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. 2001-1,
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 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 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 Paragraph 16 of Section H.1, and (ii) indicate in the records of CFD No. 2001-
1, Improvement Area B that there has been a partial prepayment of the Maximum Annual Special Tax
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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 2005-06 to the extent
necessary to fully satisfy the Special Tax Requirement for a period no longer than 2041-42.
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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.
“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
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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, (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 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 CI-D-074 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.
“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.
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“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.
“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
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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.
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.
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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:
Land Use Class Description Density
(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:
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.
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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.
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.
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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 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
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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.
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
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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
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 2006 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”).
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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.
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
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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
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.
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RATE AND METHOD OF APPORTIONMENT
FOR CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 12-I
(MCMILLIN OTAY RANCH VILLAGE SEVEN)
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. 12-I (CFD No. 12-I) and collected each Fiscal Year
commencing in Fiscal Year 2006-2007 in an amount determined by the City Council through the application of
the appropriate Special Tax for “Developed Property”, “Undeveloped Property” and “Contingent Taxable
Property” as described below. All of the Taxable Property CFD No. 12-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:
“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 Expense Requirement” means an annual amount equal to $75,000, or such lesser
amount as may be designated by written instruction from an Authorized Representative to the Fiscal
Agent, to be allocated as the first priority of Special Taxes received each Fiscal Year for the payment
of Administrative Expenses.
“Administrative Expenses” means the actual or reasonably estimated costs directly related to the
administration of CFD No. 12-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 No. 12-I or any designee thereof of complying with arbitrage rebate requirements; the costs to the
City, CFD No. 12-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 No. 12-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 No. 12-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.
“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 an Assessor’s Parcel number.
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“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 any
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 bond 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 No. 12-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 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. 12-I” means City of Chula Vista, Community Facilities District No. 12-I.
“City” means the City of Chula Vista.
“Contingent Taxable Property” means all Assessor’s Parcels of Public Property, Property Owner
Association 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.
“Council” means the City Council of the City, acting as the legislative body of CFD No. 12-I.
“County” means the County of San Diego.
“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.
“Exempt Property” means all Assessors’ 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.1.a.
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“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. Notwithstanding the foregoing, in the case of
an individual legal lot created by such a Final Subdivision Map upon which condominium units are
entitled to be developed but for which a condominium plan has not been recorded, the number of Lots
allocable to such legal lot for purposes of calculating the Backup Special Tax applicable to such Final
Subdivision Map shall equal the number of condominium units which are permitted to be constructed
on such legal lot as shown on such Final Subdivision Map.
“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) has been issued to allow the construction of one or more buildings or structures for a non-
residential use.
“Occupied Residential Property” means all Assessors’ Parcels of Residential Property for which title
is owned by an end user (homeowner).
“Open Space” means property within the boundaries of CFD No. 12-I which (a) has been designated
with specific boundaries and acreage on a 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, 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 No. 12-I
which is (a) owned by a property owner association or (b) designated with specific boundaries and
acreage on a Final Subdivision Map as property owner association property. As used in this definition,
a property owner association includes any master or sub-association.
“Proportionately” means for Developed Property that the ratio of the Special Tax levy to the Assigned
Special Tax or the Backup Special Tax is equal for all Assessors’ Parcels of Developed Property within
CFD No. 12-I. For Undeveloped Property or Contingent Taxable 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
Contingent Taxable Property within CFD No. 12-I.
“Public Property” means any property within the boundaries of CFD No. 12-1 that 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 a 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 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
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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 of Special Tax revenue required in any Fiscal Year
for CFD No. 12-I to: (i) Pay Administrative Expenses in an amount equal to Administrative Expense
Requirement or such other amount as may be designated by the City (ii) pay annual debt service on all
Outstanding Bonds (as defined in Section A) due in the Bond Year beginning in such Fiscal Year;
(iii) pay other periodic costs on Outstanding Bonds, including but not limited to, credit enhancement
and rebate payments on Outstanding Bonds; (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
No. 12-I provided that the inclusion of such amount does not cause an increase in the levy of Special
Tax on the Undeveloped Property for CFD No. 12-I; 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 No. 12-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 bond indenture.
“Undeveloped Property” means, for each Fiscal year, all Taxable Property not classified as Developed
Property or Contingent Taxable Property.
“Zone A” means the specific geographic area designated as such and as depicted in Exhibit A attached
hereto.
“Zone B” means the specific geographic area designated as such and as depicted in Exhibit A attached
hereto.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Assessor’s Parcels of Taxable Property within CFD No. 12-I shall be
(a) categorized as being located in either Tax Zone A or Zone B, (b) classified as Developed Property,
Undeveloped Property or Contingent Taxable 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 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
or (2) the Backup Special Tax computed pursuant to b. on next page.
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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 $890 per Unit Plus $0.79 per
square foot of Residential Floor
Area
2 Non-Residential Property $6,000 per Acre
b. Backup Special Tax
When a Final Subdivision Map or a condominium plan is recorded within Zone A or
Zone B, the Backup Special Tax for Assessor’s Parcels of Developed Property
classified as Residential Property or Non-Residential 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 A
$24,383 x A
B =
L
Zone B
$41,621 x A
B =
L
The terms 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 = For a Final Subdivision Map, the number of Lots 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
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Tax shall be determined by multiplying $24,383 for Zone A and $41,621 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 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 total amount of Backup Special
Tax that would have been generated if such change did not take place.
2. Undeveloped Property and Contingent Taxable Property
The Maximum Annual Special Tax for each Assessor’s Parcel of Undeveloped Property and
Contingent Taxable Property shall be $24,383 per Acre for Zone A and $41,621 per Acre for
Zone B.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2006-07 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 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 Parcels of Undeveloped Property,
the CFD Administrator shall not include any Acreage shown on any applicable tentative subdivision
map or other land use entitlements approved by the City that designates such Acreage for a use that
would be classified as Open Space, Property Owner Association Property 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 then the
Annual Special Tax shall be increased at the same percentage 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 all Contingent Taxable
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 Assessor’s Parcel.
E. EXEMPTIONS
1. The CFD Administrator shall classify the following as Exempt Property: (i) Public Property,
(ii) Property Owner Association Property, (iii) Open Space and (iv) Assessor’s Parcels with
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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 32.98 Acres for Zone A and 22.00 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 32.98 Acres for Zone A and 22.00 Acres
for Zone B will be classified as Contingent Taxable Property and shall be taxed pursuant to the
fourth 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 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
Contingent Taxable 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 Contingent Taxable
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 E.1. above 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 No. 12-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 No. 12-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.
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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 No. 12-I.
“CFD Public Facilities Costs” means either $ 17.1 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 for which a building permit has been
issued, or Contingent Taxable 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:
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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 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 Contingent Taxable 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 step 1 by the sum of the total
expected Maximum Annual Special Tax revenues which may be levied within CFD No. 12-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 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 No. 12-I have not been issued, then compute
the Future Facilities Costs.
6. Multiply the quotient computed pursuant to step 2 by the amount 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 No. 12-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”).
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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 shall be retained by CFD No. 12-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 No. 12-I 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 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-A x F) + A
These terms have the following meaning:
PP = the partial prepayment
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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
No. 12-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 2006-2007 to the extent
necessary to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than
the 2046-2047 Fiscal Year.
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RATE AND METHOD OF APPORTIONMENT
FOR CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT NO. 13-I
(OTAY RANCH VILLAGE SEVEN)
A Special Tax as hereinafter defined shall be levied on each Assessor’s Parcel of Taxable P roperty within the
City of Chula Vista Community Facilities District No. 13-I (CFD No. 13-I) and collected each Fiscal Year
commencing in Fiscal Year 2006-2007 in an amount determined by the City Council through the application of
the appropriate Special Tax for “Developed Property”, “Undeveloped Property” and “Contingent Taxable
Property” as described below. All of the Taxable Property CFD No. 13-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:
“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 Expense Requirement” means an annual amount equal to $75,000, or such lesser amount as
may be designated by written instruction from an Authorized Representative to the Fiscal Agent, to be allocated
as the first priority of Special Taxes received each Fiscal Year for the payment of Administrative Expenses.
“Administrative Expenses” means the actual or reasonably estimated costs directly related to the administration
of CFD No. 13-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 No. 13-I or any designee thereof of complying with
arbitrage rebate requirements; the costs to the City, CFD No. 13-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 No. 13-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 No. 13-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.
“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
an 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.
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“Available Funds” means the balance in the reserve fund established pursuant to the terms of any 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
No. 13-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 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. 13-I” means City of Chula Vista, Community Facilities District No. 13-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.
“Contingent Taxable 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.
“Council” means the City Council of the City, acting as the legislative body of CFD No. 13-I.
“County” means the County of San Diego.
“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.
“Exempt Property” means all Assessors’ 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.
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“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. Notwithstanding the foregoing, in the case of an individual
legal lot created by such a Final Subdivision Map upon which condominium units are entitled to be developed
but for which a condominium plan has not been recorded, the number of Lots allocable to such legal lot for
purposes of calculating the Backup Special Tax applicable to such Final Subdivision Map shall equal the number
of condominium units which are permitted to be constructed on such legal lot as shown on such Final Subdivision
Map.
“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) has been issued to allow the construction of one or more buildings or structures for a non-residential
use.
“Occupied Residential Property” means all Assessors’ Parcels of Residential Property for which title is owned
by an end user (homeowner).
“Open Space” means property within the boundaries of CFD No. 13-I which (a) has been designated with
specific boundaries and acreage on a 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, 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 No. 13-I which is
(a) owned by a property owner association or (b) designated with specific boundaries and acreage on a Final
Subdivision Map as property owner association property. As used in this definition, a property owner association
includes any master or sub-association.
“Proportionately” means for Developed Property that the ratio of the Special Tax levy to the Assigned Special
Tax or the Backup Special Tax is equal for all Assessors’ Parcels of Developed Property within CFD No. 13-I.
For Undeveloped Property or Contingent Taxable 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 Contingent Taxable Property within CFD No. 13-
I.
“Public Property” means any property within the boundaries of CFD No. 13-I that 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 a 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 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
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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 of Special Tax revenue required in any Fiscal Year for CFD
No. 13-I to: (i) Pay Administrative Expenses in an amount equal to Administrative Expense Requirement or
such other amount as may be designated by the City (ii) pay annual debt service on all Outstanding Bonds (as
defined in Section A) due in the Bond Year beginning in such Fiscal Year; (iii) pay other periodic costs on
Outstanding Bonds, including but not limited to, credit enhancement and rebate payments on Outstanding Bonds;
(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 No. 13-I provided that the inclusion of such amount does not cause an increase
in the levy of Special Tax on the Undeveloped Property for CFD No. 13-I; 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 No. 13-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 bond indenture.
“Undeveloped Property” means, for each Fiscal year, all Taxable Property not classified as Developed Property
or Contingent Taxable Property.
“Zone A” means the specific geographic area designated as such and as depicted in Exhibit A attached hereto.
“Zone B” means the specific geographic area designated as such and as depicted in Exhibit A attached hereto.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Assessor’s Parcels of Taxable Property within CFD No. 13-I shall be (a) categorized as
being located in either Tax Zone A or Zone B, (b) classified as Developed Property, Undeveloped Property or
Contingent Taxable 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 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
or (2) the Backup Special Tax computed pursuant to b. on next page.
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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 $2,750 per unit plus $.45 per square
foot of Residential Floor Area
2 Non-Residential Property $6,000 per Acre
b. Backup Special Tax
When a Final Subdivision Map or a condominium plan is recorded within Zone A or Zone B, the Backup
Special Tax for Assessor’s Parcels of Developed Property classified as Residential Property or Non-
Residential 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 A
$59,505 x A
B =
L
Zone B
$37,818 x A
B =
L
The terms 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 = For a Final Subdivision Map, the number of Lots 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 $59,505 for Zone A
and $37,818 for Zone B by the total Acreage of any such Assessor’s Parcel.
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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, then the Backup
Special Tax applicable to such Assessor’s Parcels shall be recalculated to equal the total amount of
Backup Special Tax that would have been generated if such change did not take place.
2. Undeveloped Property and Contingent Taxable Property
The Maximum Annual Special Tax for each Assessor’s Parcel of Undeveloped Property and Contingent
Taxable Property shall be $59,505 per Acre for Zone A and $37,818 per Acre for Zone B.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2006-07 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 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 Parcels of Undeveloped Property, the CFD Administrator shall not include any
Acreage shown on any applicable tentative subdivision map or other land use entitlements approved by the City
that designates such Acreage for a use that would be classified as Open Space, Property Owner Association
Property 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 then the Annual Special Tax shall
be increased at the same percentage 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 all Contingent Taxable 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 Assessor’s Parcel.
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 10.56 Acres for Zone A
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and 20.81 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 10.56
Acres for Zone A and 20.81 Acres for Zone B will be classified as Contingent Taxable Property
and shall be taxed pursuant to the fourth 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 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
Contingent Taxable 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 Contingent Taxable
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 E.1. above 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 No. 13-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 No. 13-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:
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“CFD Public Facilities” means those public facilities authorized to be financed by CFD No. 13-I.
“CFD Public Facilities Costs” means either $ 15.5 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 for which a building
permit has been issued, or Contingent Taxable 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:
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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 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 Contingent Taxable 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 step 1 by the sum of
the total expected Maximum Annual Special Tax revenues which may be levied within
CFD No. 13-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 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 No. 13-I have not been issued, then
compute the Future Facilities Costs.
6. Multiply the quotient computed pursuant to step 2 by the amount 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 No. 13-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.
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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 shall be retained by CFD No. 13-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
No. 13-I 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 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:
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PP = (PE-A 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
No. 13-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 2006-2007 to the extent necessary
to fully satisfy the Special Tax Requirement and shall be levied for a period no longer than the 2046-2047 Fiscal
Year.
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APPENDIX E
FORM OF BOND COUNSEL OPINION
[Closing Date]
Chula Vista Municipal Financing Authority
Chula Vista, California
Re: $____________ Chula Vista Municipal Financing Authority Local Agency Revenue
Refunding Bonds, Series 2025
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 2025 (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 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 August 1, 2025 (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 August 5, 2025 (the “Resolution”). Capitalized terms not defined herein shall have
the meaning 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 and the Indenture 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:
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(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, it
should be noted that, 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.
(4) Interest (and original issue discount) on the Bonds is exempt from State of California personal
income tax.
(5) 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. Original issue discount that accrues for the Bond owner is excluded from the gross
income of such owner for federal income tax purposes, is not an item of tax preference for purposes of calculating
the federal alternative minimum tax imposed on individuals and is exempt from State of California personal
income tax.
(6) 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. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and
collateral consequences of amortizable Bond premium.
The opinions expressed in paragraph (3) and (5) above as to the exclusion from gross income for federal
income tax purposes of interest (and original issue discount) on the Bonds are based upon certain representations
of fact and certifications made by the Authority, the City, the Community Facilities Districts and others and are
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 each has covenanted to comply with all
such requirements. Except as set forth in paragraphs (3) through (6) above, we express no opinion as to any tax
consequences related to the Bonds.
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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
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 (and
original issue discount) 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. We call attention to the fact that the rights and obligations under the Bonds, the Indenture, the Local
Obligation Bond Indentures 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.
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).
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.
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 owners of the Bonds with respect to matters contained in the Official Statement.
Respectfully submitted,
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APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
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APPENDIX G
DTC AND THE BOOK-ENTRY-ONLY SYSTEM
The information in this section concerning DTC and DTC’s book-entry only system has been obtained
from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the
completeness or accuracy thereof. The following description of the procedures and record keeping with respect
to beneficial ownership interests in the Bonds, payment of principal, premium, if any, accreted value and interest
on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership
interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the
Beneficial Owners is based solely on information provided by DTC to the Authority which the Authority believes
to be reliable, but the Authority and the Underwriters do not and cannot make any independent representations
concerning these matters and do not take responsibility for the accuracy or completeness thereof. Neither the
DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing
information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants,
as the case may be.
The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for
the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered Bond will be issued for each annual maturity of the Bonds, each in the aggregate principal
amount of such maturity, and will be deposited through the facilities of DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the
New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S.
equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that
DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post trade settlement
among Direct Participants of sales and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need
for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+.
The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com. Such website is not incorporated herein by such
reference.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond
(“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial
Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however,
expected to receive written confirmations providing details of the transaction, as well as periodic statements of
their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
Bonds representing their ownership interests in Bonds, except in the event that use of the book-entry system for
the Bonds is discontinued.
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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered
in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or
such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to
them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain
that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar
and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being
redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds
unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the Community Facilities Districts as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants
to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co.,
or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit
Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the
Community Facilities Districts or the Trustee, on payable date in accordance with their respective holdings
shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer
form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee,
or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment
of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the Community Facilities Districts or
the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant,
to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the
Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of
Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-
entry credit of tendered Bonds to the Trustee’s DTC account.
DTC may discontinue providing its services as depository with respect to the Bonds at any time by
giving reasonable notice to the Community Facilities Districts or the Trustee. Under such circumstances, in the
event that a successor depository is not obtained, physical certificates are required to be printed and delivered.
The Community Facilities Districts may decide to discontinue use of the system of book-entry only
transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered
to DTC.
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APPENDIX H
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
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ESCROW AGREEMENT
by and between
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Escrow Agent
Dated as of August 1, 2025
Relating to
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
SPECIAL TAX REVENUE REFUNDING BONDS. SERIES 2015A
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of August 1, 2025 (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 2015A as shown on Schedule A attached hereto (the “Refunded Bonds”) pursuant to the terms
of that certain Indenture of Trust dated as of July 1, 2015 (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 2025 (the “Bonds”), in the aggregate principal amount of $_____ pursuant to the
Indenture of Trust, dated as of August 1, 2025 (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 pay the
regularly scheduled principal of, and interest on, the Refunded Bonds on September 1, 2025, and
redeem the remaining Refunded Bonds on October 1, 2025, 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 2015 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 regularly scheduled principal of, and interest on, the Refunded Bonds
on September 1, 2025 and the redemption price of the remaining 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 August __, 2025 relating
to the defeasance and redemption of the Refunded Bonds (the “Verification Report”).
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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
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”). In the absence of such written direction, the Escrow Agent will
hold all such monies uninvested. 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 Secu rities which will continue to be held in the
Escrow Fund, will mature in such principal amounts and earn interest in such amounts and, in each
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, and
(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. 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 receive 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
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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
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 Prior 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 Substitute
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 reason 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 sha ll 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
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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 liabi lity whatsoever, in tort,
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 faith 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 shall 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 or willful misconduct, 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 Fund, 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 presente d by the proper party
or parties, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy
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.
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No provision of this Agreement shall require the Escrow Agent to expend or risk its 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
(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 agreement, 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 the 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 matter
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
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shall be a party or any company to which the Escrow Agent may sell or transfer all or s ubstantially 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
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 Redemption and Payment Refunded Bonds. The Authority hereby
irrevocably instructs the Escrow Bank to give notice of redemption with respect to the Refunded Bonds
in accordance with the Prior Indenture, on August __, 2025, in the form attached hereto as Schedule
D. 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 Article X 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, 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 lawfull y 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 the
holders of the Refunded Bonds or that any instrument executed hereunde r 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 either (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.
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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.
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 e xpenses) apply to a court of competent
jurisdiction for the appointment of a successor Escrow Agent and for other appropriate relief 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
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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.
SECTION 17. Assignment. This Agreement shall not be assigned by the Escrow Agent or
any successor thereto without the prior written consent of the Author ity, such consent not to be
unreasonably withheld.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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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:
Chief Financial Officer
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Escrow Agent
By:
Authorized Officer
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SCHEDULE A
REFUNDED BONDS
Maturity Date
(September 1)
Principal
Amount
Interest Rate
Per Annum CUSIP
2025 $1,195,000 5.00% 17131CBE8
2026 1,255,000 5.00 17131CBF5
2027 1,320,000 5.00 17131CBG3
2028 1,380,000 5.00 17131CBH1
2029 1,445,000 5.00 17131CBJ7
2030 1,525,000 5.00 17131CBK4
2031 1,600,000 5.00 17131CBL2
2032 1,665,000 5.00 17131CBM0
2033 1,750,000 4.00 17131CBN8
2034 1,830,000 4.00 17131CBP3
2035 3,460,000 5.00 17131CBQ1
2036 3,635,000 5.00 17131CBR9
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SCHEDULE B
INVESTMENT SECURITIES
Purchase
Date Type of Security Type of SLGS
Maturity
Date
Par
Amount Rate
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SCHEDULE C
ESCROW FUND CASH FLOW
Cash Deposit
Cash Disbursements
From Escrow Cash Balance
Beginning Balance:
TOTAL:
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SCHEDULE D
FORM OF NOTICE OF REDEMPTION
$30,460,000
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
SPECIAL TAX REVENUE REFUNDING BONDS, SERIES 2015A
BASE CUSIP NO. 17131C
NOTICE IS HEREBY GIVEN to the owners of the above-captioned Bonds (the “Bonds”) of
the Chula Vista Municipal Financing Authority (the “Authority”) issued on July 22, 2015, pursuant to
the Indenture of Trust, dated as of July 1, 2015 (the “Indenture”), by and between the Authority and
Wilmington Trust, National Association, as trustee (the “Trustee”), that the Bonds listed below have
been selected for optional redemption on October 1, 2025 (the “Redemption Date”).
CUSIP*
Maturity
(September 1)
Principal
Amount Interest Rate
Redemption
Price
BF5 2026 $1,255,000 5.00% 100%
BG3 2027 1,320,000 5.00 100
BH1 2028 1,380,000 5.00 100
BJ7 2029 1,445,000 5.00 100
BK4 2030 1,525,000 5.00 100
BL2 2031 1,600,000 5.00 100
BM0 2032 1,665,000 5.00 100
BN8 2033 1,750,000 4.00 100
BP3 2034 1,830,000 4.00 100
BQ1 2035 3,460,000 5.00 100
BR9 2036 3,635,000 5.00 100
The Bonds will be payable on the Redemption Date at a redemption price equal to 100% of the
principal amount to be redeemed plus interest accrued to the Redemption Date (the “Redemption
Price”). The Redemption Price of the Bonds will become due and payable on the Redemption Date.
Interest with respect to the Bonds to be redeemed will cease to accrue on and after the Redemption
Date, and such Bonds will be surrendered to the Trustee.
All Bonds are required to be surrendered to the principal corporate trust office of the Trustee,
on the Redemption Date at the following location. If the Bonds are mailed, the use of registered,
insured mail is recommended:
Wilmington Trust, National Association
650 Town Center Drive, Suite 600
Costa Mesa, California 92626
If the Owner of any Bond subject to optional redemption fails to deliver such Bond to the
Trustee on the Redemption Date, such Bond shall nevertheless be deemed redeemed on the
Redemption Date and the Owner of such Bond shall have no rights in respect thereof except to receive
payment of the Redemption Price from funds held by the Trustee for such payment.
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A form W-9 must be submitted with the Bonds. Failure to provide a completed form W-9 will
result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983.
Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, 28% will be withheld if the tax
identification number is not properly certified.
* The CUSIP numbers are included solely for the convenience of the Holders of the Bonds. Neither
the Authority nor the Trustee shall be responsible for any error of any nature relating to such numbers.
WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee
DATED this __ day of August, 2025.
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CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (“Disclosure Agreement”), dated as of
August 1, 2025, 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
2025 (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”)
dated as of August 1, 2025 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 in the
Indenture) 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, an d 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 holdi ng
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.
“Districts” shall mean City of Chula Vista Community Facilities District No. 07-I (Otay Ranch
Village Eleven), City of Chula Vista Community Facilities District No. 12-I (McMillan Otay Ranch
Village Seven), City of Chula Vista Community Facilities District No. 13-I (Otay Ranch Village
Seven) and City of Chula Vista Community Facilities District No. 2001-1 (San Miguel Ranch).
“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB.
“Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Agreement.
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“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 August __, 2025.
“Participating Underwriter” shall mean any of the original purchasers of the Bonds.
“Owners” shall mean the registered owners of the Bonds as set forth in the registration book s
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, City of Chula Vista Community Facilities
District No. 07-I (Otay Ranch Village Eleven), City of Chula Vista Community Facilities District No.
12-I (McMillan Otay Ranch Village Seven), City of Chula Vista Community Facilities District No.
13-I (Otay Ranch Village Seven) and Improvement Area B of City of Chula Vista Community
Facilities District No. 2001-1 (San Miguel Ranch).
Section 3. Provision of Annual Reports.
(a) The Issuer shall, or upon written direction shall cause the Dissemination Agent to, not
later than March 31 after the end of the Issuer’s Fiscal Year (currently June 30) commencing with the
report due by March 31, 2026, 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 suc h 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).
(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
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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 Repo sitory, 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 a vailable 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 and each series of Local Obligations 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 assessed value for each Taxing Jurisdiction and the Taxing
Jurisdictions in the aggregate, which may be in a table similar to Table 7 in the Official
Statement;
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(v) an update by Taxing Jurisdiction similar to Table 8 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) a statement regarding the amount of Special Tax prepayments, if any, in the
Fiscal Year for which the Annual Report is being prepared;
(vii) 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;
(viii) the status of any foreclosure actions being pursued by the Districts with respect
to delinquent Special Taxes; and
(ix) any information not already included under (i) through (viii) 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;
7. defeasances;
8. ratings changes; and
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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, modificatio n 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
a financial obligation of the obligated person, any of which reflect financial
difficulties.
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(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.
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 succ essor 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 obliga ted 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 R ule
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,
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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 w hich
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 onl y 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.
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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
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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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:
Chief Financial Officer
SPICER CONSULTING GROUP, LLC, as
Dissemination Agent
By:
Authorized Officer
Page 708 of 849
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OFFICIAL NOTICE OF SALE
$16,065,000
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS
SERIES 2025
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner described
below through the Ipreo LLC’s BiDCOMPTM/PARITY® System (“Parity”) by the Chula Vista
Municipal Financing Authority (the “Authority”) for the purchase of the revenue refunding bonds
captioned above (the “Bonds”). Bidding procedures and sale terms are as follows:
Issue:
Time:
Place:
The Bonds are described in the Authority’s Preliminary Official Statement
for the Bonds dated August 6, 2025 (the “Preliminary Official
Statement”).
Bids for the Bonds must be received by the Authority by 9:30
a.m., California time, on August 19, 2025.
Electronic bids must be submitted in the manner and subject to the terms
and conditions described under “TERMS OF SALE—Form of Bids; Delivery
of Bids” below, but no bid will be accepted after the time for receiving bids
specified above.
THE RECEIPT OF BIDS ON AUGUST 19, 2025, MAY BE POSTPONED OR
CANCELLED AT OR PRIOR TO THE TIME BIDS ARE TO BE RECEIVED. NOTICE OF SUCH
POSTPONEMENT OR CANCELLATION WILL BE COMMUNICATED BY THE AUTHORITY
THROUGH THOMSON REUTERS AND BLOOMBERG BUSINESS NEWS (COLLECTIVELY,
THE “NEWS SERVICES”) AND/OR PARITY (AS DESCRIBED IN “TERMS OF SALE—FORM
OF BIDS; DELIVERY OF BIDS” BELOW) AS SOON AS PRACTICABLE FOLLOWING SUCH
POSTPONEMENT OR CANCELLATION. Notice of the new date and time for receipt of bids
shall be given through Parity and/or the News Services as soon as practicable following
a postponement and no later than 1:00 p.m., California time, on the business day preceding
the new date for receiving bids.
As an accommodation to bidders, notice of such postponement and of the new sale date
and time will be given to any bidder requesting such notice in writing from the Authority’s municipal
advisor (the “Municipal Advisor”):
Harrell & Company Advisors, LLC
13891 Newport Avenue, Suite 145
Tustin, California 92780
Telephone: 714-939-1464
attention: Suzanne Harrell
email: s.harrell@harrellco.com
Preliminary, subject to change.
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Notice-2
However, failure of any bidder to receive such supplemental notice shall not affect the sufficiency
of any such notice or the legality of the sale of the Bonds. See “TERMS OF SALE—
Postponement or Cancellation of Sale.”
The Authority reserves the right to modify or amend this Official Notice of Sale in any
respect, including, without limitation, increasing or decreasing the principal amounts for the
maturities of the Bonds; provided, that any such modification or amendment will be communicated
to potential bidders through the News Services and/or Parity not later than 1:00 p.m., California
time, on the business day preceding the date for receiving bids. Failure of any potential bidder to
receive notice of any modification or amendment will not affect the sufficiency of any such notice
or the legality of the sale of the Bonds. Bidders are required to bid upon the Bonds as so modified
or amended. See “TERMS OF SALE—Right to Modify or Amend.”
Bidders are referred to the Preliminary Official Statement for additional information
regarding the Authority, the Bonds, the security for the Bonds and other matters. See “CLOSING
PROCEDURES AND DOCUMENTS—Official Statement.” Capitalized terms used and not
defined in this Official Notice of Sale have the meanings given to them in the Preliminary Official
Statement.
This Official Notice of Sale will be submitted for posting to Parity (as described in “TERMS
OF SALE—Form of Bids; Delivery of Bids” below). If the summary of the terms of sale of the
Bonds posted on Parity conflicts with this Official Notice of Sale in any respect, the terms of this
Official Notice of Sale shall control, unless a notice of an amendment is given as described herein.
TERMS RELATING TO THE BONDS
THE AUTHORITY FOR ISSUANCE, PURPOSES, PAYMENT OF PRINCIPAL AND
INTEREST, REDEMPTION, DEFEASANCE, SOURCES AND USES OF FUNDS, SECURITY
AND SOURCES OF PAYMENT, FORM OF LEGAL OPINION OF BOND COUNSEL AND
OTHER INFORMATION REGARDING THE BONDS ARE PRESENTED IN THE PRELIMINARY
OFFICIAL STATEMENT, WHICH EACH BIDDER IS DEEMED TO HAVE OBTAINED AND
REVIEWED PRIOR TO BIDDING FOR THE BONDS. THIS OFFICIAL NOTICE OF SALE
GOVERNS ONLY THE TERMS OF SALE, BIDDING, AWARD AND CLOSING PROCEDURES
FOR THE BONDS. THE DESCRIPTION OF THE BONDS CONTAINED IN THIS OFFICIAL
NOTICE OF SALE IS QUALIFIED IN ALL RESPECTS BY THE DESCRIPTION OF THE BONDS
CONTAINED IN THE PRELIMINARY OFFICIAL STATEMENT.
Issue. The Bonds will be issued as fully registered bonds without coupons in book-entry
only form in denominations of one Bond for each maturity of the Bonds, all dated the date of
delivery, which is expected to be August 26, 2025. If the sale is postponed, notice of the new
date of the sale will also set forth any new expected date of delivery of the Bonds.
Book-Entry Only. The Bonds will be registered in the name of a nominee of The
Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository
for the Bonds. Individual purchases will be made in book-entry form only in denominations of
$5,000 or any integral multiple thereof and the successful bidder (the “Purchaser”) will not receive
certificates representing its interest in the Bonds purchased. As of the date of award of the Bonds,
the Purchaser must either participate in DTC or must clear through or maintain a custodial
relationship with an entity that participates in DTC.
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Interest Rates. Interest on the Bonds will be payable on March 1, 2026, and semiannually
thereafter on September 1 and March 1 of each year (each an “Interest Payment Date”). Interest
shall be calculated on the basis of a 30-day month, 360-day year from the dated date of the
Bonds. Bidders may specify any number of separate interest rates for the Bonds, and the same
interest rate or rates may be repeated as often as desired, provided:
(i)each interest rate specified in any bid for the Bonds must be a multiple of one-
twentieth or one-eighth of one percent per annum;
(ii)the maximum interest rate bid for any maturity shall not exceed 6% per annum;
(iii)no Bond shall bear a zero rate of interest;
(iv) each Bond shall bear interest from its dated date to its stated maturity date at the
single rate of interest for the respective Bond specified in the bid; and
(v)all Bonds maturing at any one time shall bear the same rate of interest.
See the Preliminary Official Statement – “THE BONDS – Description of the Bonds.”
Maximum Discount. All bids must be for not less than all of the Bonds hereby offered for
sale and must provide for a purchase price of not less than 99% of the aggregate par amount
thereof or more than 110% of the aggregate par amount thereof.
Principal Payments. The Bonds shall be serial Bonds, as specified by each bidder, and
principal shall be payable on September 1 of each year, commencing on September 1, 2026, as
shown below. Subject to the Authority’s right to modify or amend this Notice of Sale (see “TERMS
OF SALE—Right to Modify or Amend”), the final maturity of the Bonds shall be September 1,
2036. The principal amount of the Bonds maturing in any year shall be in integral multiples of
$5,000. The aggregate amount of the principal amount of the serial maturity for the Bonds is
shown below for information purposes only. Bidders for the Bonds must provide bids for all
of the Bonds Principal Amounts.
Subject to the Authority’s right to modify or amend this Notice of Sale (see “TERMS OF
SALE—Right to Modify or Amend”), and to adjustment as provided in this Notice of Sale (see “—
Adjustment of Principal Payments”), the aggregate principal amount of the serial maturity for the
Bonds in each year is as follows:
Maturity
Date
(September 1)
Principal
Amount*
Maturity
Date
(September 1)
Principal
Amount*
2026 2032
2027 2033
2028 2034
2029 2035
2030 2036
2031
*Preliminary, subject to change.
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Adjustment of Principal Payments. The principal amounts set forth in this Official Notice
of Sale reflect certain estimates of the Authority with respect to the likely interest rates and
reoffering yields of the winning bid and the premium/discount that will be contained in the winning
bid. The Authority reserves the right to change the principal payment schedule set forth
above after the determination of the successful bidder, by adjusting one or more of the
principal payments of the Bonds, in increments of $5,000, as determined in the sole
discretion of the Authority, in order to provide sufficient proceeds to accomplish the
purposes of the financing, reduce principal to eliminate excess proceeds due to a bid
premium, and achieve approximately level annual debt service. Any such adjustment will
not change the average per Bond dollar amount of the underwriter’s discount. In the event
of any such adjustment, no rebidding or recalculation of the bids submitted will be required
or permitted and no successful bid may be withdrawn.
See also “TERMS OF SALE—Right to Modify or Amend,” regarding the Authority’s
right to modify or amend this Official Notice of Sale in any respect including, without
limitation, increasing or decreasing the principal amount of any serial maturity for the
Bonds and adding or deleting any serial maturity, along with corresponding principal
amounts with respect thereto.
A BIDDER AWARDED THE BONDS BY THE AUTHORITY WILL NOT BE PERMITTED
TO WITHDRAW ITS BID, CHANGE THE INTEREST RATES IN ITS BID OR THE REOFFERING
PRICES IN ITS REOFFERING PRICE CERTIFICATE AS A RESULT OF ANY CHANGES
MADE TO THE PRINCIPAL PAYMENTS OF SUCH BONDS IN ACCORDANCE WITH THIS
OFFICIAL NOTICE OF SALE.
No Optional or Mandatory Sinking Fund Redemption of the Bonds Prior to Maturity. The
Bonds are not subject to optional call and redemption or mandatory sinking fund payment
redemption prior to maturity.
Special Redemption. The Bonds are subject to special redemption on any Interest
Payment Date from proceeds of early redemption of Local Obligations, as defined in the
Preliminary Official Statement, from prepayments of Special Taxes within a Community Facilities
District or Improvement Area, as defined in the Preliminary Official Statement, on the dates and
at the redemption prices set forth in the Preliminary Official Statement.
See the Preliminary Official Statement – “THE 2025 BONDS—Redemption of 2025 Bonds
- Special Redemption.”
Legal Opinions and Tax Matters. Upon delivery of the Bonds, Stradling Yocca Carlson &
Rauth LLP, Bond Counsel to the Authority (“Bond Counsel”), will deliver its legal opinion as to
the validity and enforceability of the Bonds.
A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix
E to the Preliminary Official Statement. A copy of the opinion of Bond Counsel will be furnished
to the Purchaser upon delivery of the Bonds.
See the Preliminary Official Statement – “TAX MATTERS.”
Bond Insurance. The Authority has obtained a commitment to issue a policy (the “Policy”)
insuring the payment when due of principal of and interest on the Bonds from __________. The
Authority will pay any insurance premium and costs for any related ratings from the proceeds of
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the Bonds. The winning bidder will not have any responsibility for the payment of such premium
and costs.
TERMS OF SALE
Maximum Discount/Premium. All bids must provide for a purchase price of not less than
99% of the aggregate par amount of the Bonds nor more than 110% of the aggregate par amount
of the Bonds. Individual maturities of the Bonds may be reoffered at par, a premium or a discount.
Form of Bids; Delivery of Bids. Each bid for the Bonds must be: (1) for not less than all of
the Bonds offered for sale, (2) unconditional, and (3) submitted via Parity; and after the verbal
award, an email copy of the completed and signed applicable Official Bid Form conforming to the
Parity bid by the winning bidder, with any adjustments made by the Authority pursuant hereto
must be submitted by the winning bidder. Electronic bids must conform to the procedures
established by Parity. No bid submitted to the Authority shall be subject to withdrawal or
modification by the bidder.
All bids will be deemed to incorporate all of the terms of this Official Notice of Sale.
If the sale of the Bonds is canceled or postponed, all bids for the Bonds shall be rejected.
No bid submitted to the Authority shall be subject to withdrawal or modification by the
bidder. No bid will be accepted after the time for receiving bids. The Authority retains
absolute discretion to determine whether any bidder is a responsible bidder and whether
any bid is timely, legible and complete and conforms to this Official Notice of Sale. The
Authority takes no responsibility for informing any bidder prior to the time for receiving
bids that its bid is incomplete, illegible or nonconforming with this Official Notice of Sale
or has not been received.
Electronic bids will be received exclusively through Parity in accordance with this Official
Notice of Sale. For further information about Parity, potential bidders may contact either the
Municipal Advisor at the number provided above or Parity at: (212) 404-8107.
Warnings Regarding Electronic Bids. Bids for the Bonds must be submitted
electronically via Parity. However, none of the Authority, the Municipal Advisor or Bond
Counsel assumes any responsibility for any error contained in any bid submitted
electronically or for failure of any bid to be transmitted, received or opened by the time for
receiving bids, and each bidder expressly assumes the risk of any incomplete, illegible,
untimely or nonconforming bid submitted by electronic transmission by such bidder,
including, without limitation, by reason of garbled transmissions, mechanical failure,
engaged telecommunications lines, or any other cause arising from submission by
electronic transmission.
If a bidder submits an electronic bid for the Bonds through Parity, such bidder
thereby agrees to the following terms and conditions:
(1) if any provision in this Official Notice of Sale with respect to the Bonds
conflicts with information or terms provided or required by Parity, this Official
Notice of Sale, including any amendments or modifications issued through Parity
and/or the News Services, will control;
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(2) each bidder will be solely responsible for making necessary
arrangements to access Parity for purposes of submitting its bid in a timely manner
and in compliance with the requirements of this Official Notice of Sale;
(3) the Authority will not have any duty or obligation to provide or ensure
access to Parity to any bidder, and the Authority will not be responsible for proper
operation of, or have any liability for, any delays, interruptions or damages caused
by use of Parity or any incomplete, inaccurate or untimely bid submitted by any
bidder through Parity;
(4) the Authority is permitting use of Parity as a communication mechanism,
and not as an agent of the Authority, to facilitate the submission of electronic bids
for the Bonds; Parity is acting as an independent contractor, and is not acting for
or on behalf of the Authority;
(5) the Authority is not responsible for ensuring or verifying bidder
compliance with any procedures established by Parity;
(6) the Authority may regard the electronic transmission of a bid through
Parity (including information regarding the purchase price for the Bonds or the
interest rates for any maturity of the Bonds) as though the information were
submitted on the Official Bid Form and executed on the bidder’s behalf by a duly
authorized signatory;
(7) if the bidder’s bid is accepted by the Authority, the signed, completed and
conforming Official Bid Form submitted by the bidder by email or facsimile
transmission after the verbal award, this Official Notice of Sale and the information
that is transmitted electronically through Parity will form a contract, and the bidder
will be bound by the terms of such contract; and
(8) information provided by Parity to bidders will form no part of any bid or
of any contract between the Purchaser and the Authority unless that information is
included in this Official Notice of Sale or the Official Bid Form.
Basis of Award. Unless all bids are rejected, the Bonds will be awarded to the responsible
bidder who submits a conforming bid that represents the lowest true interest cost to the Authority.
The true interest cost will be that nominal interest rate that, when compounded semiannually and
applied to discount all payments of principal and interest payable on the Bonds to the dated date
of the Bonds, results in an amount equal to the principal amount of the Bonds plus the amount of
any net premium or discount. In the event that two or more bidders offer bids for the Bonds at
the same true interest cost, the Authority will determine by lot which bidder will be awarded the
Bonds. Bid evaluations or rankings made by Parity are not binding on the Authority.
Estimate of True Interest Cost. Each bidder is requested, but not required, to supply an
estimate of the true interest cost based upon its bid, which will be considered as informative only
and not binding on either the bidder or the Authority.
Multiple Bids. If multiple bids with respect to the Bonds are received from a single bidder
by any means or combination thereof, the Authority shall be entitled to accept the bid representing
the lowest true interest cost to the Authority, and each bidder agrees by submitting multiple bids
to be bound by the bid representing the lowest true interest cost to the Authority.
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No Good Faith Deposit. No good faith deposit is required.
Establishment of Issue Price for the Bonds.
(a) The winning bidder for the Bonds shall assist the Authority in establishing the issue
price of the Bonds and shall execute and deliver to the Authority at the date of closing an “issue
price” or similar certificate setting forth the reasonably expected initial offering price to the public
or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit A, with such modifications
as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the
Authority and Bond Counsel.
(b) The Authority intends that the provisions of Treasury Regulation Section 1.148-
1(f)(3)(i) (providing a special rule for competitive sales for purposes of establishing the issue price
of the Bonds) will apply to the initial sale of the Bonds (“competitive sale requirements”) because:
(1)the Authority shall disseminate this Official Notice of Sale to potential
underwriters in a manner that is reasonably designed to reach potential
underwriters;
(2)all bidders shall have an equal opportunity to bid;
(3)the Authority may receive bids for the Bonds from at least three underwriters
of municipal bonds who have established industry reputations for underwriting
new issuances of municipal bonds; and
(4)the Authority anticipates awarding the sale of the Bonds to the bidder who
submits a firm offer to purchase the Bonds at the highest price (or lowest
interest cost), as set forth in this Official Notice of Sale.
Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm
offer for the purchase of the Bonds as specified in the bid.
(c)If the competitive sale requirements are not satisfied, the Authority shall so advise
the winning bidder. In such event, the Authority intends to treat the initial offering price to the
public as of the sale date of each maturity of the Bonds as the issue price of that maturity (“hold-
the-offering-price rule”). The Authority shall promptly advise the winning bidder, at or before the
time of award of the Bonds, if the competitive sale requirements were not satisfied, in which case
the hold-the-offering-price rule shall apply to the Bonds. Bids will not be subject to cancellation in
the event that the competitive sale requirements are not satisfied and the hold-the-offering-price
rule applies.
(d)By submitting a bid for the Bonds, the winning bidder shall (i) confirm that the
underwriters have offered or will offer the Bonds to the public on or before the date of award at
the offering price or prices (“initial offering price”), or at the corresponding yield or yields, set forth
in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating
in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any
maturity to which the hold-the-offering-price rule shall apply 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:
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Notice-8
(1)the close of the fifth (5th) business day after the sale date; or
(2)the date on which the underwriters have 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 winning bidder shall promptly advise the Authority when the underwriters have 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, if that occurs prior to the close of the fifth (5th) business day after the sale
date.
(e)The Authority acknowledges that, in making the representation set forth above, the
winning bidder will rely on (i) the agreement of each underwriter to comply with the hold-the-
offering-price rule, as set forth in an agreement among underwriters and the related pricing wires,
(ii)in the event a selling group has been created in connection with the initial sale of the Bonds to
the public, the agreement of each dealer who is a member of the selling group to comply with the
hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires,
and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party
to a retail or other third-party distribution agreement that 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 hold-the-offering-price rule, as set forth in the retail or other third-
party distribution agreement and the related pricing wires. The Authority further acknowledges
that each underwriter shall be solely liable for its failure to comply with its agreement to comply
with the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any
other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer
that is a party to a retail or other third-party distribution agreement to comply with its corresponding
agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(f)By submitting a bid for the Bonds, each bidder confirms that: (i) any agreement
among underwriters, any selling group agreement and each retail or other third-party distribution
agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain language obligating each
underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a
party to such retail or other third-party distribution agreement, as applicable: to (A)(1) report the
prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified
by the winning bidder that the hold-the-offering-price rule no longer applies to such maturity and
(2)comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as
directed by the winning bidder and as set forth in the related pricing wires, (B) promptly notify the
winning bidder 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
underwriter, dealer or broker-dealer, the winning bidder shall assume that each order submitted
by the underwriter, dealer or broker-dealer is a sale to the public; and (ii) any agreement among
underwriters relating to the initial sale of the Bonds to the public, together with the related pricing
wires, contains or will contain language obligating each underwriter that is a party to a retail or
other 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 retail or other third-party
distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of
each maturity allotted to it until it is notified by the winning bidder or such underwriter that the
hold-the-offering-price rule no longer applies to such maturity and (B) comply with the hold-the-
offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder
or such underwriter and as set forth in the related pricing wires.
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Notice-9
(g)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 Official Notice of Sale. Further,
for purposes of this Official Notice of Sale:
(i)“public” means any person other than an underwriter or a related party,
(ii)“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 retail or other third-party
distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another), (ii) more than 50% common ownership
of their capital interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another), or (iii) more than 50% common ownership of the value
of the outstanding stock of the corporation or the capital interests or profit interests of the
partnership, as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the other), and
(iv) “sale date” means the date that the Bonds are awarded by the Authority to the
winning bidder.
Right of Rejection and Waiver of Irregularity. The Authority reserves the right, in its sole
discretion, to reject any and all bids and to waive any irregularity or informality in any bid which
does not materially affect such bid or change the ranking of the bids.
Right to Modify or Amend. Other than with respect to postponement or cancellation as
described in this Official Notice of Sale, and in addition to the Authority’s right to adjust the
payment amounts of the Bonds as provided in “TERMS RELATING TO THE BONDS—
Adjustment of Principal Payments” the Authority reserves the right to modify or amend this Official
Notice of Sale in any respect including, without limitation, increasing or decreasing the principal
amount of any serial maturity and adding or deleting any serial maturity, along with corresponding
principal amounts with respect thereto; provided, that, subject to the terms of this Notice of Sale
(see “TERMS RELATING TO THE BONDS—Adjustment of Principal Payments”) any such
modification or amendment will be communicated to potential bidders through Parity and/or the
News Services not later than 1:00 p.m., California time, on the business day preceding the date
for receiving bids. Failure of any potential bidder to receive notice of any modification or
amendment will not affect the sufficiency of any such notice or the legality of the sale of the Bonds.
Postponement or Cancellation of Sale. The Authority may postpone or cancel the sale of
the Bonds at or prior to the time for receiving bids. Notice of such postponement or cancellation
shall be given through Parity and/or the News Services as soon as practicable following such
postponement or cancellation. If a sale is postponed, notice of a new sale date will be given
through Parity and/or the News Services as soon as practicable following a postponement and
no later than 1:00 p.m., California time, on the business day preceding the new date for receiving
Page 717 of 849
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Notice-10
bids. Failure of any potential bidder to receive notice of postponement or cancellation will not
affect the sufficiency of any such notice.
Prompt Award. The Authority will take official action awarding the Bonds or rejecting all
bids with respect to the Bonds not later than 24 hours after the time for receipt of bids for the
Bonds, unless such time period is waived by the Purchaser.
CLOSING PROCEDURES AND DOCUMENTS
Delivery and Payment. Delivery of the Bonds will be made through the facilities of
DTC in New York, New York, and is presently expected to take place on or about August
26, 2025. Payment for the Bonds (including any premium) must be made at the time of delivery
in immediately available funds to the Trustee. Any expense for making payment in immediately
available funds shall be borne by the Purchaser. The Authority will deliver to the Purchaser, dated
as of the delivery date, the legal opinion with respect to the Bonds described in Appendix E to the
Preliminary Official Statement.
Qualification for Sale. The Authority will furnish such information and take such action not
inconsistent with law as the Purchaser may request and the Authority may deem necessary or
appropriate 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 of America as may be
designated by the Purchaser; provided, that the Authority will not execute a general or special
consent to service of process or qualify to do business in connection with such qualification or
determination in any jurisdiction. By submitting its bid for the Bonds, the Purchaser assumes all
responsibility for qualifying the Bonds for offer and sale under the Blue Sky or other securities
laws and regulations of the states and jurisdictions in which the Purchaser offers or sells the
Bonds, including the payment of fees for such qualification. Under no circumstances may the
Bonds be sold or offered for sale or any solicitation of an offer to buy the Bonds be made in any
jurisdiction in which such sale, offer or solicitation would be unlawful under the securities laws of
the jurisdiction.
No Litigation. Upon delivery of the Bonds, the Authority will deliver a certificate stating
that no litigation of any nature is pending, or to the knowledge of the officer of the Authority
executing such certificate, threatened, restraining or enjoining the sale, issuance or delivery of
the Bonds or any part thereof, or the entering into or performance of any obligation of the
Authority, or concerning the validity of the Bonds, the ability of the Authority to collect the
Revenues required to pay debt service on the Bonds, the corporate existence of the Authority, or
the entitlement of any officers of the Authority who will execute the Bonds to their respective
offices.
Right of Cancellation. The Purchaser will have the right, at its option, to cancel this
contract for the sale of the Bonds if the Authority fails to execute the Bonds and tender the same
for delivery within 30 days from the sale date, and in such event the Purchaser will not be entitled
to any damages or other compensation.
CUSIP Numbers. It is anticipated that CUSIP numbers will be printed on the Bonds, but
neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute
cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds
in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers
on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be
paid by the successful bidder. The Municipal Advisor shall be responsible for obtaining the CUSIP
Page 718 of 849
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Notice-11
numbers and providing them to the Authority and the successful bidder.
Expenses of the Successful Bidder. CUSIP Service Bureau charges, California Debt and
Investment Advisory Commission fees (under California Government Code Section 8856), The
Depository Trust Company charges and all other expenses of the successful bidder will be the
responsibility of the successful bidder. Pursuant to Section 8856 of the California Government
Code, the Purchaser must pay to the California Debt and Investment Advisory Commission, within
60 days from the sale date, the statutory fee for the Bonds purchased.
Official Statement. Copies of the Preliminary Official Statement with respect to the Bonds
will be furnished or electronically transmitted to any potential bidder upon written request to the
Municipal Advisor. (The contact information for the Municipal Advisor is set forth above in this
Official Notice of Sale.) In accordance with Rule 15c2-12 of the Securities and Exchange
Commission (“Rule 15c2-12”), the Authority deems the Preliminary Official Statement final as of
its date, except for the omission of certain information permitted by Rule 15c2-12. Within seven
business days after the date of award of the Bonds, the Purchaser of the Bonds will be furnished
with a reasonable number of copies (not to exceed 50) of the final Official Statement, without
charge, for distribution in connection with the resale of the Bonds.
By submitting a bid for the Bonds, the Purchaser of the Bonds agrees: (1) to disseminate
to all members of the underwriting syndicate, if any, copies of the final Official Statement, including
any supplements, (2) to promptly file a copy of the final Official Statement, including any
supplements, with the Municipal Securities Rulemaking Board, and (3) to take any and all other
actions necessary to comply with applicable Securities and Exchange Commission and Municipal
Securities Rulemaking Board rules governing the sale and delivery of the Bonds by the Purchaser,
including, without limitation, the delivery of a final Official Statement, including any supplements,
to each investor who purchases Bonds.
The form and content of the final Official Statement is within the sole discretion of the
Authority. The name of the Purchaser of the Bonds will not appear on the cover of the final Official
Statement.
Certificate Regarding Official Statement. At the time of delivery of the Bonds, the
Purchaser will receive a certificate, signed by an authorized representative of the Authority,
confirming to the Purchaser that (i) such authorized representative has determined that, to the
best of such authorized representative’s knowledge and belief, the final Official Statement
(excluding reoffering information, information relating to The Depository Trust Company and its
book-entry system, the Policy or the provider thereof, or any instrument related to the Reserve
Policy or the provider thereof, as to which no view will be expressed) did not as of its date, and
does not as of the date of closing, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading, (ii) such authorized representative
knows of no material adverse change in the condition or affairs of the Authority that would make
it unreasonable for such Purchaser of the Bonds to rely upon the final Official Statement in
connection with the resale of the Bonds, and (iii) the Authority authorizes the Purchaser of the
Bonds to distribute copies of the final Official Statement in connection with the resale of the Bonds.
Purchaser Certificate Concerning Official Statement. As a condition of delivery of the
Bonds, the Purchaser of the Bonds will be required to execute and deliver to the Authority, prior
to the date of closing, a certificate to the following effect:
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Notice-12
(i) The Purchaser has provided to the Authority the initial reoffering prices or yields
on the Bonds as printed in the final Official Statement, and the Purchaser has made
a bona fide offering of the Bonds to the public at the prices and yields so shown.
(ii) The Purchaser has not undertaken any responsibility for the contents of the final
Official Statement. The Purchaser, in accordance with and as part of its
responsibilities under the federal securities laws, has reviewed the information in
the final Official Statement and has not notified the Authority of the need to modify
or supplement the final Official Statement.
(iii) The foregoing statements will be true and correct as of the date of closing.
Continuing Disclosure. In order to assist bidders in complying with Rule 15c2-12, the
Authority will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain
annual financial information, operating data and notices of the occurrence of certain events. A
description of this undertaking is set forth in the Preliminary Official Statement and will also be set
forth in the final Official Statement.
The Authority and the City of Chula Vista (of which the Authority is a related entity) believe
they are in compliance in all material respects with prior continuing disclosure undertakings,
except as described in the Preliminary Official Statement under the caption “CONCLUDING
INFORMATION – CONTINUING DISCLOSURE.”
Additional Information. Prospective bidders should read the entire Preliminary Official
Statement, copies of which may be obtained in electronic form from the Municipal Advisor.
Sales Outside of the United States. The Purchaser must undertake responsibility for
compliance with any laws or regulations of any foreign jurisdiction in connection with any resale
of the Bonds to persons outside the United States.
Dated: August 6, 2025.
Page 720 of 849
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August 5, 2025 City Council Post Agenda
Notice A-1
EXHIBIT A TO OFFICIAL BID FORM
FORM OF REOFFERING PRICE CERTIFICATE*
$_______________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS
SERIES 2025
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER] (“[SHORT NAME OF
UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the above-
captioned obligations (the “Bonds”).
[IF 3 BIDS RECEIVED]
1. Reasonably Expected Initial Offering Price.
(a) On the ________, the [SHORT NAME OF UNDERWRITER] won on a competitive
basis the right to reoffer the Bonds.
(b) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to
the Public by [SHORT NAME OF UNDERWRITER] are the prices listed in
Schedule 1 (the “Expected Offering Prices”). The Expected Offering Prices are the
prices for the Maturities of the Bonds used by [SHORT NAME OF
UNDERWRITER] in formulating its bid to purchase the Bonds. [SHORT NAME
OF UNDERWRITER] has actually offered each of the Maturities of the Bonds at
the Expected Offering Prices to the Public. Attached as Schedule 2 is a true and
correct copy of the bid provided by [SHORT NAME OF UNDERWRITER] to
purchase the Bonds.
(c) [SHORT NAME OF UNDERWRITER] was not given the opportunity to review
other bids prior to submitting its bid.
(d) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer
to purchase the Bonds.
2. Defined Terms.
(a) 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.
(b) 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.
(c) Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE].
Page 721 of 849
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Notice A-2
(d) Underwriter means (i) any person that agrees pursuant to a written contract with
the Chula Vista Municipal Financing Authority (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).
[IF 3 BIDS NOT RECEIVED]
1. Initial Offering Price of the Hold-the-Offering-Price Maturities.
(a) [SHORT NAME OF UNDERWRITER] offered the Hold-the-Offering-Price
Maturities to the Public for purchase at the respective initial offering prices listed in
Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the
pricing wire or equivalent communication for the Bonds is attached to this
certificate as Schedule 2.
(b) By submission of its bid, [SHORT NAME OF UNDERWRITER] has agreed
that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, [SHORT NAME
OF UNDERWRITER] would neither offer nor sell any of the Bonds of such Maturity
to any person at a price that is higher than the Initial Offering Price for such Maturity
during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and
(ii) any selling group agreement shall contain the agreement of each dealer who is
a member of the selling group, and any third-party distribution agreement shall
contain the agreement of each broker-dealer who is a party to the third-party
distribution agreement, to comply with the hold-the-offering-price rule. Pursuant
to such agreement, no Underwriter (as defined below) has offered or sold any
Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the
respective Initial Offering Price for that Maturity of the Bonds during the Holding
Period.
2. Defined Terms.
(a) “Hold-the-Offering-Price Maturities” means those Maturities of the Bonds
where the issue price was established under Treasury Regulation Section 1.148-
1(f)(2)(ii), as shown in Schedule 1 hereto as the “Hold-the-Offering-Price
Maturities.”
(b) “Holding Period” means, with respect to a Hold-the-Offering-Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the
fifth business day after the Sale Date, or (ii) the date on which the [SHORT NAME
OF UNDERWRITER] has sold at least 10% of such Hold-the-Offering-Price
Maturity to the Public at prices that are no higher than the Initial Offering Price for
such Hold-the-Offering-Price Maturity.
(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.
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Notice A-3
(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) “Sale Date” means the first day on which there is a binding contract in
writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is
[DATE].
(f) “Underwriter” means (i) any person that agrees pursuant to a written
contract with the Chula Vista Municipal Financing Authority (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 [SHORT NAME OF UNDERWRITER]’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 Certificate as to Arbitrage 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.
Dated: [ISSUE DATE] [UNDERWRITER]
By:
Name and Title
Page 723 of 849
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August 5, 2025 City Council Post Agenda
Notice A-4
[IF 3 BIDS RECEIVED]
SCHEDULE 1
EXPECTED OFFERING PRICES
Maturity
Dates
(September 1)*
Principal
Amount*
Interest
Rate†
Offering Price
or Yield†
* Subject to adjustment in accordance with the Official Notice of Sale.
† To be completed by Purchaser.
Page 724 of 849
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August 5, 2025 City Council Post Agenda
Notice A-5
[IF 3 BIDS RECEIVED]
SCHEDULE 2
COPY OF UNDERWRITER’S BID
(Attached)
Page 725 of 849
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August 5, 2025 City Council Post Agenda
Notice A-6
[IF 3 BIDS NOT RECEIVED]
SCHEDULE 1
EXPECTED OFFERING PRICES
Maturity
Dates
(September 1)*
Principal
Amount*
Interest
Rate†
Offering Price
or Yield†
General Rule
Maturities
Hold-the-
Offering-Price
Maturities
* Subject to adjustment in accordance with the Official Notice of Sale.
† To be completed by Purchaser.
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Notice A-7
[IF 3 BIDS NOT RECEIVED]
SCHEDULE 2
PRICING WIRE
Page 727 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Chula Vista Municipal
Financing Authority
(CVMFA)
Item 7.2: Issuance of
Refunding Revenue
Bonds
Page 728 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•Periodic review of outstanding debt to
identify potential refunding opportunities
•Minimum goal of 5% net present value
savings of the principal amount for
refunding
•2015 debt issuance related to four
Community Facilities Districts (CFD’s)
estimated to benefit from a refunding
City Debt Policy
Page 729 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Refunding Structure
CFDs issue
Special Tax
Refunding Bonds
Authority issues
Revenue
Refunding Bonds
Authority
Prepays 2015A
Bonds
Page 730 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Authority Bonds were issued in 2015 to aggregate and refund four
Bonds related to:
•CFD 2001-1 Improvement Area B (2005 - San Miguel Ranch)
•CFD 07-I (2006 - Otay Ranch Village Eleven)
•CFD 12-I (2005 - McMillan Otay Ranch Village Seven)
•CFD 13-I (2006 - Otay Ranch Village Seven)
CFD Bonds Financed Various Public Improvements
2015A Bonds History
Page 731 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
CFD Locations
Page 732 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
2015A Bonds Estimated Refunding*
Average Interest Rate:4.8%Average Interest Rate:3.3%
Bonds outstanding:$22,035,000 Par amount of Bonds Issued:$16,065,000**
Maturity Date:September 2036 Maturity Date:September 2036
Estimated NPV Savings:$1.7 Million / 8.3%***
*The numbers provided are estimates, subject to change, and will be finalized at closing
** Reserves and premium on issuance allow for lower par amount of bonds issued than outstanding
***Payment savings are estimated at an average of $2 Million or 9.3%
Refunding Opportunity
Chula Vista Municipal Financing Authority (“Authority”)
Revenue Refunding Special Tax Bonds, Series 2015A
Page 733 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
CFD No. 07-I CFD No. 12-I CFD No. 13-I
CFD No. 2001-1
IA B Total
Costs of Issuance $267,000 $193,000 $58,000 $91,000 $609,000
Prepay 2015A Authority Bonds 9,408,000 6,770,000 2,886,000 3,490,000 22,554,000
Total Refunding Requirement 9,675,000 6,963,000 2,944,000 3,581,000 23,163,000
2015A Reserve Fund (829,000)(735,000)(317,000)(382,000)(2,263,000)
Special Tax Available (1,005,000)(582,000)(925,000)(561,000)(3,073,000)
Total Net Bond Proceeds 7,841,000 5,646,000 1,702,000 2,638,000 17,827,000
Original Issue Premium (841,000)(521,000)(157,000)(243,000)(1,762,000)
Par Amount Issued*$7,000,000 $5,125,000 $1,545,000 $2,395,000 $16,065,000
Refunding Overview
*The numbers provided are estimates, subject to change, and will be finalized at closing Page 734 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
District Name/Improvement Area Estimated
Annual
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. 07-I (Otay Ranch Village Eleven)8.4%$34 617 $44 1,351
CFD No. 12-I (McMillin Otay Ranch Village Seven)7.1%$48 218 $74 541
CFD No. 13-I (Otay Ranch Village Seven)13.2%N/A N/A $85 361
CFD No. 2001-1, IA B (San Miguel Ranch)8.7%N/A N/A $99 286
Totals:9.3%$41 835 $75 2,539
Estimated Annual Savings by CFD
*The numbers provided are estimates, subject to change, and will be finalized at closing Page 735 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Refunding Timeline
▪Post the Preliminary Official Statement August 6, 2025
▪Publish Notice to Sell Bonds August 8, 2025
▪Award Bid August 19, 2025
▪Bond Closing September 4, 2025
Page 736 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•Acting as the legislative body for four CFDs, adopt separate resolutions
authorizing the issuance of CFD Special Tax Refunding Bonds with a
not-to-exceed combined total of $19,000,000.
•Acting as the legislative body for the Chula Vista Municipal Financing
Authority, adopt a resolution authorizing the issuance of Local Agency
Revenue Refunding Bonds in a principal amount not-to-exceed
$19,000,000.
Recommended Actions
Page 737 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
v . 0 05 P a g e | 1
August 5, 2025
ITEM TITLE
Improvement District Annual Report: Approve the 2025 Annual Report for the Downtown Chula Vista
Property-Based Improvement District
Report Number: 25-0110
Location: An approximately sixteen-block area along Third Avenue commercial corridor, bounded by E
Street to the north, Church Avenue to the east, Landis Avenue to the west, and I Street to the south. The
property-based business improvement district also includes one block on F Street where the City of Chula
Vista central library and police station are located.
Department: Economic Development
G.C. § 84308 Regulations Apply: 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 approving the 2025 Annual Report for the Downtown Chula Vista Property-Based
Improvement District.
SUMMARY
The Downtown Chula Vista Property-Based Business Improvement District was organized in 2001 to
implement various enhanced services within the Third Avenue Village and Downtown area and is directly
administered for the City by an owner’s association. In accordance with Streets and Highways C ode section
36650, the owner’s association is required to prepare a report for each fiscal year, except the first year, for
which assessments are to be levied and collected to pay the costs of the improvements, maintenance, and
activities described in the report. The attached report does not propose any modifications to the boundary
of the District, the basis or method of levying assessment, or any changes to property classification and
complies with the reporting requirements outlined in the California Streets and Highways Code. The total
Page 738 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
P a g e | 2
annual assessments for 2025 are estimated at approximately $545,159. Staff has reviewed the annual report
and recommends the City Council approve the attached resolution.
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
The Downtown Chula Vista Property-Based Improvement District (PBID) was organized in 2001 to
implement various enhancement services within the Third Avenue and Downtown area and was directly
administered for the City by the owner’s association, known as the Third Avenue Village Association (TAVA).
In September 2024, all rights and obligations assigned to TAVA under the Third Avenue Village Agreement
and Encroachment Permit for Maintenance Services between the City of Chula Vista and the Third Avenue
Village Association were assigned to the Greater Third Avenue Improvement Association (GTAIA), doing
business as Downtown Chula Vista. In accordance with California Streets and Highways Code 36650, GTAIA
is required to prepare a report for each fiscal year, except the first year, for which assessments are to be
levied and collected to pay the costs of the improvements, maintenance, and activities described in the report
(Attachment 1).
GTAIA administers funds received from the PBID and receives approximately $500,000 annually in PBID
assessment revenue. In addition to PBID revenue, GTAIA receives business-improvement district revenue
including business license fees, grants, and program revenues, bringing total annual revenue for GTAIA to
approximately $992,955. GTAIA’s fiscal years coincide with each calendar year.
Prepared in accordance with the State of California Property and Business Improvement District law of 1994,
Streets and Highways Code Section 36650, the Annual Planning Report represents the ninth year of program
operations within the current ten-year term. Pursuant to Streets and Highway Code Sections 36650-36651,
GTAIA is required to report information found in the following sections of the 2025 Annual Report:
Section 2: PBID Boundaries
There are no recommended changes to the boundaries of the PBID or in any zones or classification of
property or businesses within the district.
Section 3: Assessment Budget
The estimate for improvements, maintenance, and activities includes $902,872 in total expenditures as
summarized in the following table.
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
P a g e | 3
EXPENDITURES 2025 Budget Percentage of Budget
Civil Sidewalks
Personnel: Compensation & Benefits $170,000
District Utilities $45,000
Contracted Third-Party Services $31,000
Maintenance, Auto, Landscaping Supplies $31,500
Total Civil Sidewalks $277,500 30.7%
District Identity & Placemaking $69,900 7.8%
Event Expenditures $158,480 17.6%
Grant-Related Expenditures $105,972 11.7%
Administration $291,020
Total District Expenditures $902,872 100%
REVENUES 2025 Budget Percentage of Budget
PBID Revenue $500,159 50.4%
BID Revenue $45,000 4.5%
Program & Events $275,500 27.8%
Grants & Sponsorships $80,000 8%
Carry Forward $92,296 9.3%
Total District Income $992,955 100.0%
Section 4: Method of Financing
Revenues will be collected through the levy of special annual assessments upon the real property for which
the services and activities are provided. There are two benefit zones, those parcels that front Third Avenue
and those that do not. Since re-establishment of the PBID in June 2016, the GTAIA Board of Directors has
only increased the assessment rate three times, in 2018, 2021, and in 2024. There was no increase in the
assessments for fiscal year (“FY”) 2025.
Section 5: Surplus/Deficit Revenue
In 2024, the process to wind down the Third Avenue Village Association was completed and all rights,
responsibilities and obligations of the Association were assigned to the newly created Greater Third Avenue
Improvement Association, doing business as Downtown Chula Vista Association (“DCVA”). At the time the
report was prepared, DCVA income for all programs and operations for FY 2024 was $888,654.88 and
expenses were $840,464.64. DCVA estimates that there will be $92,295.66 in revenue carried forward from
FY 2024. Of the 92,295.66, $10,895.38 is FY 2025 assessment income received in FY 2024 and $55,971.64 is
from unspent County NRP grants received in FY 2025, leaving only $25,428.64 in actual funds carried
forward. As a result, DCVA will have no budget contingency or PBID unallocated amounts for FY 2025.
Section 6: Other Funding Contributions
The City of Chula Vista will contribute general benefit funding in the amount of $5,901.88. No bonds will be
issued to finance improvements in 2025.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the 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
Page 740 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
P a g e | 4
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 the Political Reform Act (Cal. Gov’t Code
§87100, et seq.).
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
The City of Chula Vista has contributed $5,901.88 in general benefit funds to Downtown Chula Vista
Association, which was included in the fiscal year 2024-25 budget. There are no additional fiscal impacts as
a result of this action.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact as a result of this action.
ATTACHMENTS
1. Downtown Chula Vista Annual Report – 2025
Staff Contact: Kevin Pointer, Principal Economic Development Specialist
David Graham, Economic Development Manager
Page 741 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE 2025 ANNUAL REPORT
FOR THE DOWNTOWN CHULA VISTA PROPERTY-BASED
IMPROVEMENT DISTRICT
WHEREAS, The City Council of the City of Chula Vista established a Third Avenue
Property-based Improvement District (PBID) on July 24, 2001; and
WHEREAS, the PBID was renewed in 2006 for an additional ten years; and
WHEREAS, the PBID was renewed in 2016 for an additional ten years and is currently in
its ninth year of the ten-year term (for the period January 1, 2017 through December 31, 2026);
and
WHEREAS, the Third Avenue Village Association was the original owner’s association
for the PBID; and
WHEREAS, in May 2023, the City consented to Third Avenue Village Association
assigning all rights and obligations as PBID administrator to the Greater Third Avenue
Improvement Association, doing business as Downtown Chula Vista; and
WHEREAS, the owner’s association is required by the California Streets and Highways
Code to prepare an annual report for City Council consideration; and
WHEREAS, Greater Third Avenue Improvement Association, doing business as
Downtown Chula Vista Association has submitted its annual report for Fiscal Year January 1,
2025 through December 31, 2025, and filed it with the City Clerk.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it approves the Greater Third Avenue Improvement Association’s 2025 annual report for the
Downtown Chula Vista Property-based Improvement District.
Presented by Approved as to Form by
Tiffany Allen Marco A. Verdugo
Assistant City Manager City Attorney
Page 742 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 1 of 9
Downtown Chula Vista
Property-Based Business Improvement District
Annual Planning Report for FY 2025
To the City of Chula Vista
Fiscal Year January 1 - December 31, 2025
Prepared by:
Downtown Chula Vista Association
New City America, Inc.
Marco LiMandri, Executive Director
Prepared pursuant to the State of California
Property and Business Improvement District Law of 1994
Page 743 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 2 of 9
Downtown Chula Vista
Property Based Improvement District
FY 2025 Annual Planning Report to the City of Chula Vista
Table of Contents
Section Number Page Number
1. Introduction 3
2. PBID Boundary and Map 3 & 4
3. PBID Assessment Budget 5
4. Method of Financing 5 & 6
5. Previous Year Surplus / Deficit Revenue 6
6. Other Funding Contributions 6
7. PBID Activity, Improvements, and Services 6 - 9
8. City of Chula Vista Base Level Services 9
9. District Duration and Governance 9
Page 744 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 3 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
SECTION 1: Introduction
The DOWNTOWN CHULA VISTA PROPERTY-BASED BUSINESS IMPROVEMENT DISTRICT
NO. 2016-122 (boundaries depicted on page 4) was successfully renewed by the Chula Vista City
Council and approved by district property owners on June 14, 2016, for an additional ten-year
period from January 1, 2017, through December 31, 2026. The district is managed by the
Downtown Chula Vista Association (formerly known as the Third Avenue Village Association),
which has overseen the operations of the PBID and its funding since January 1, 2002.
Prepared in accordance with the State of California Property and Business Improvement District
law of 1994, Streets and Highways Code section 36650, the 2025 Annual Planning Report
represents the ninth year of program operations within the current ten-year term. The PBID's
activities and improvements aim to improve and convey special benefits to properties located
within the defined downtown Chula Vista, providing services beyond the basic services provided
by the City of Chula Vista.
SECTION 2: PBID Boundary
There are no proposed changes to the PBID boundaries for 2025. The PBID encompasses
approximately a 16-block area along the Third Avenue commercial corridor, bounded by E Street
to the north, Church Avenue to the east, Landis Avenue to the west and I Street to the south. It
also includes one block on F Street that includes the City of Chula Vista central library and police
station.
Within the PBID boundary, there are two distinct benefit zones for the maintenance programs and
activities. It was determined that the properties located on Third Avenue required maintenance
services more frequently than the properties in the PBID located to the east and west of Third
Avenue. Described below are the benefit zones.
District-Wide Maintenance: Is defined as all assessable properties within the PBID
boundary. All parcels in the PBID boundary will receive the same base level of maintenance
services.
Third Avenue Enhanced: Is defined as all assessable properties with frontage along Third
Avenue, between E Street and H Street. These properties will receive a higher
frequency of maintenance services than other parcels within the PBID boundary.
The map on the following page illustrates the PBID boundary:
Page 745 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 4 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
Page 746 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 5 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
SECTION 3: PBID Assessment Budget
FY January 1 to December 31, 2025 - PBID Assessment Budget:
The following table outlines the PBID maximum assessment budget for FY 2025 with estimated
budget expenditures distributed across PBID services. The annual assessment rate was increased
by 3.0% in FY 2025, according to the DCVA Board’s annual discretion.
EXPENDITURES BUDGET % Of Budget
Civil Sidewalks
Personnel: Compensation & Benefits $170,000
District Utilities $45,000
Contracted Third-Party Services
$31,000
Maintenance, Auto, Landscape Supplies $31,500
Total Civil Sidewalks $277,500.00 30.7%
District Identity & Placemaking $69,900.00 7.8%
Event Expenditures $158,480.00 17.6%
Grant-Related Expenditures $105,971.64 11.7%
Administration $291,020.00 32.2%
Total District Expenditures $902,871.64 100.0%
REVENUES
PBID Revenue $500,159.00 50.4%
BID Revenue $45,000.00 4.5%
Programs & Events $275,500.00 27.8%
Grants & Sponsorships $80,000.00 8.0%
Carry Forward $92,295.66 9.3%
Total District Income $992,954.66 100.0%
SECTION 4: Method of Financing
Financing is provided by the levy of special annual assessments upon the real property for which
the services and activities are provided. These assessments are not a tax for the general benefit
of the City.
Assessment Calculation:
As previously stated, the PBID activities are segregated into two benefit zones; those parcels that
front Third Avenue and those that do not. Annual assessments are based upon an allocation of
program costs and a calculation of lot square footage and street frontage.
The table below reflects the assessments for FY 2025.
Per Sq. Ft. of
Assessment Rates Lot
Per Linear
Foot
Properties along Third Avenue $0.094 $17.22
(Between E and H Streets)
All other properties in the District $0.094 $2.46
Page 747 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 6 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
Since the re-establishment of the PBID in June of 2016, the DCVA Board of Directors has
increased the assessment rate three times, in 2018, in 2021, and most recently, in 2024.
SECTION 5: Previous Year Surplus / Deficit Revenue
In 2024, the process to wind down the Third Avenue Village Association was completed and all
rights, responsibilities and obligations of the Association were assigned to the newly created
Greater Third Avenue Improvement Association (d.b.a Downtown Chula Vista Association). At the
time of this report, DCVA Income for all programs & operations for FY 2024 was $888,654.88 and
expenses were $840,464.64. The DCVA estimates that there will be $92,295.66 in revenue carried
forward from FY 2024, which is accounted for in the FY2025 Budget Projection.
The stated carry-forward from FY2024 is an amount constituted by a variety of sources. Of the
$92,295.66, $10,895.38 is FY25 Assessment Income received in FY24 and $55,971.64 is from
unspent County NRP grants received in FY24, leaving only $25,428.64 in actual funds carried
forward. Due to this, the DCVA will have no budget contingency or PBID unallocated amount for
FY2025.
SECTION 6: Other Funding Contributions
The City of Chula Vista will contribute general benefit funding in the amount of $5,901.88.
Bond Issuance:
No bonds will be issued to finance improvements in 2025.
Page 748 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 7 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
SECTION 7: PBID Activity, Improvements, and Services
Civil Sidewalks Committee (formerly Environmental Enhancements)
Public Safety:
The DCVA works closely with the Chula Vista Police Department to educate property owners on
the safety and trespass programs that support property owners in the prevention of property crimes
and to mitigate trespassing when the owner is not present. The DCVA also strives to maintain our
district public spaces via the rapid removal of graffiti tags, an effective measure to deter chronic
taggers as their defacement will not remain nor identify the area as associated with a specific gang.
Maintenance Services:
The DCVA Clean & Safe Team provides enhanced maintenance and landscape services within
the Downtown Chula Vista PBID. The services provided by the DCVA assures the property
owners and the City of Chula Vista that the district will be maintained at a level beyond the basic
services provided by the City of Chula Vista. For the DCVA to effectively approach the
maintenance issues facing the district, a multi -dimensional approach has been developed
consisting of the elements and at the frequency stated below. DCVA’s commitment to provide
maintenance services to the district are also outlined in the Third Avenue Village Agreement and
Encroachment Permit for Maintenance Services Between the City of Chula Vista and the Third
Avenue Village Association entered into on June 14, 2016.
Sidewalk Maintenance:
Uniformed personnel remove litter, debris, and refuse from sidewalks and trash receptacles
within the District, as well as clean all tables & chairs, benches, kiosks, and bus stops.
Landscape Maintenance:
Public landscape areas within the Third Avenue Service Area are currently being maintained
and replanted by DCVA staff . DCVA utilizes and maintains a web-based electrical irrigation
program and repairs the associated in-ground irrigation system and controllers as needed and
reserves the option to bring in a third-party contractor to assist in landscaping rehabilitation and
maintenance.
Alley Maintenance:
DCVA abates graffiti, debris, and weeds within the alley public right-of-way (as needed) and reports
illegal dumping to private property owners so that they can have the item(s) removed by Republic
Services if applicable.
Graffiti Removal:
The Clean Team removes graffiti from painted surfaces (not brick or windows) up to 12’ by
painting, using environmentally safe solvents, and pressure washing. DCVA’s goal is to remove
all tags within 48 hours of notification.
Sidewalk Pressure Washing:
The Third Avenue Service Area is to have all sidewalks pressure washed quarterly through a
professional company. The high use areas will be cleaned by DCVA on an as-needed basis.
However, during state mandated drought years, pressure washing may not be permitted.
Page 749 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 8 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
Activity
District-Wide
Service Area
Third Avenue
Service Area
Sidewalk Sweeping Weekly Daily
Power Washing Sidewalks None Quarterly
(4 times per year)
Graffiti removal As Needed As Needed
Landscape & Plantings None Daily
Irrigation None As Needed
Alley Cleaning Weekly Weekly
Homeless Outreach:
Reducing homelessness, providing the homeless with resources, and reducing disruptive behavior
from street populations is a top priority among district property and business owners. In 2025,
DCVA’s staff will continue to work closely with Chula Vista’s Public Works Department and the
Chula Vista Police Department’s Homeless Outreach Team to collaboratively inform the homeless
population of resources and alternatives to occupying or encamping in private business alcoves.
District Identity & Placemaking Committee (formerly Economic
Enhancements)
District Special Events:
In 2025, the DCVA expects to continue many of the events and programs it has successfully
organized in downtown in previous years. Occurring weekly on Sundays, the Downtown Chula
Vista Farmer’s Market was launched in May 2022 and has been running weekly on Park Way
between Third & Fourth Avenue. The market has already become self-sustaining and the DCVA
expects this weekly program to expand as downtown grows in prominence and regular activity.
Returning this March is also the Taste of Third event, showcasing local businesses and eateries
in Downtown Chula Vista to the greater South Bay community. A little later in August, Downtown
Chula Vista will also be hosting the annual Lemon Festival as well as the fifth annual Dia de Los
Muertos celebration in early November. Finally, in early December, DCVA staff are partnering with
City of Chula Vista special events staff to organize the annual Starlight Parade & Festival and tree-
lighting event.
Sustained Public Relations & Social Media Attention on Downtown Chula Vista:
In Spring of 2022, the Downtown Chula Vista Association contracted with Olive Public Relations
to begin promoting the Third Avenue commercial corridor as well as the “Downtown Chula Vista”
brand as an emerging South Bay destination to live, work and shop. As a result, Downtown Chula
Vista has garnered immensely positive media coverage for its local special events and community
developments, successfully pairing the district’s rebound with the momentum surrounding the long-
anticipated Chula Vista Bayfront Project, which is expected to significantly elevate the City of Chula
Vista’s regional profile and appeal. In 2025, the DCVA expects to expand the gains achieved with
local media to further promote the Downtown Chula Vista brand and local stakeholders.
Page 750 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 9 of 9
Downtown Chula Vista PBID
Annual Planning Report FY 2025
Advocacy, Administration and Reserve
Advocacy:
The DCVA provides member advocacy that allows downtown property owners to project a unified
voice and elevate their influence in policies and issues that affect the central business district.
DCVA will continue to provide member resources via its website, committee meetings, and its
professional staff. The DCVA has been present in numerous policy discussions that impact
downtown’s local economy and expects to be very active in providing policy recommendations or
solutions to City staff in 2025.
Administration:
The PBID finances the professional staff & services that provides the special benefits necessary for
daily operations, maintenance, landscaping, marketing, placemaking, and advocacy on behalf of the
district. Funds are allocated to office and support services such as bookkeeping, legal consultation,
office rent, insurance, and office equipment.
Reserve:
When year-end finances allow, a 5.0% operating reserve is allocated as a contingency for any
payment delinquencies and/or unforeseen budget adjustments. The FY 2025 budget does not
include an unallocated portion of the PBID revenue.
SECTION 8: City of Chula Vista Base Level Services
The City of Chula Vista has established and documented the base level of pre-existing City
services. THE PBID DOES NOT REPLACE ANY PRE-EXISTING GENERAL CITY SERVICES.
SECTION 9: Duration and Governance
Duration:
The PBID has a ten-year term commencing January 1, 2017, through December 31, 2026. Any
major modifications or new or increased assessments during the term of the district that are not
consistent with the provisions of the original Management District Plan will require a new mail ballot
process.
District Governance:
The owner's association Downtown Chula Vista Association (DCVA) manages the Downtown
Chula Vista PBID as established by the Chula Vista City Council. The current PBID term is from
January 1, 2017, to December 31, 2026
Page 751 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 10 of 9
Page 752 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Downtown Chula Vista Association
Presentation to City Council | August 5 th , 2025
Presented By Dominic LiMandri, District Manager (DCVA)Page 753 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
District History & Overview
Originally Established in 2001, the PBID was
renewed in 2006 as well as in 2016.
PBID Expires in December 2026 but requires
the renewal campaign to be completed by
Summer 2026.
FY25 Operating Budget: $902,871.64
40% District Revenue Comes from Non-
Assessment Income
Provides daily, seven-day-a-week coverage
Maintains Assets & Amenities in Downtown
Organizes the Annual Taste of Third Program,
Lemon Festival, Dia de los Muertos, and is a
partner with the City on the Starlight Parade.
Page 754 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Highlights This
Past Year:
Finalized Assignment of District
Administration to DCVA from TAVA.
Worked with City Staff to Source
Estimates to Repair Downtown
Landmark Sign.
Successfully rehabilitated over 42
sidewalk gardens and 8 median
planters installed by City.
Continued to Expand Movable
Table & Charis Sets to Third Avenue.
Finalized the Deployment of Twelve
Corner Planters Throughout District.
Oversaw weekly Farmer’s Market,
as well as the growth across all
events in Downtown Chula Vista.
Page 755 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Downtown-Centric Events This Past Year
Taste of Third
Lemon Festival
Día De Los Muertos Starlight Nights
Farmer’s Market
Page 756 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
New Programs/Projects Coming to
Downtown Chula Vista!
Page 757 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Memorial
Park Plaza
Concept
Footprint
Page 758 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Imagining a New Central Plaza for Downtown
Page 759 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Thank
you!
QUESTIONS?
MAIN OFFICE: (619) 422-1982
INFO@DOWNTOWNCHULAVISTA.COM
Page 760 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
v . 0 0 5 P a g e | 1
August 5, 2025
ITEM TITLE
Campaign Contributions: Consider Revisions to Municipal Code Chapter 2.52 Regarding Various Provisions
of the Campaign Contribution Ordinance
Report Number: 25-0195
Location: No specific geographic location
Department: City Clerk & City Attorney
G.C. § 84308 Regulations Apply: 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
Place an ordinance on first reading to make comprehensive updates to the Chula Vista Campaign
Contribution Ordinance, Municipal Code Chapter 2.52, including contribution limits, sources of
contributions, time period for accepting contributions, rules for outstanding loans and debt, complaint
processing, and removing duplicative provisions. (First Reading)
SUMMARY
Adoption of the ordinance would make comprehensive amendments to the City’s Campaign Contribution
Ordinance including changes to contribution limits, allowable sources of contributions, the time period for
accepting contributions, rules for outstanding debt, complaint processing, and removing duplicative
provisions. The proposed ordinance is based on past direction from the City Council, recomm endations by
the City Attorney and City Clerk, and direction from the City Council at its May 13, 2025 meeting.
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 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.
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BOARD/COMMISSION/COMMITTEE RECOMMENDATION
The Board of Ethics heard a presentation on the substantial elements of the proposed ordinance on
4/16/2025.
DISCUSSION
In accordance with City Charter section 905, it is the City’s policy to avoid the potential for undue or improper
influence over Elected Officials resulting from excessive campaign contributions. In furtherance of that
purpose, the City Council is required to adopt reasonable regulations related to campaign contributions to
be contained in the Municipal Code.
The City’s campaign contribution ordinance aims to prevent corruption, ensure transparency, promote
fairness, encourage accountability, foster public trust, and promote ethical beha vior in the political process.
In 1989, the City adopted Chula Vista Municipal Code Chapter 2.52 “Campaign Contributions,” in compliance
with the City’s Charter requirements (Campaign Contribution Ordinance).
On May 13, 2025, the City Attorney and City Clerk presented the City Council with draft provisions based on
past City Council direction. At the meeting, there was a consensus of a majority of the City Council to make
revisions as follows:
1. Set the contribution limit for City Council district seats at $800 per person
2. Set the contribution limit for Citywide seats (i.e., the Mayor and City Attorney) at $1,200 per person
3. Make no changes to the existing limits for contributions from Political Party Committees
4. Allow contributions from “Organizations,” as that term is currently defined Municipal Code
5. Make no changes to the existing limits for loans a candidate may make to their own campaign
6. Require loans and debts to be repaid within 12 months of the election
7. Increase the penalty for intentionally filing a false complaint to $2,500
The ordinance with previous recommendations and incorporation of the City Council’s May 13, 2025
direction is now being presented for consideration to be placed on first reading.
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 Councilmembers 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 City Councilmember, 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.
ONGOING FISCAL IMPACT
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There is no ongoing fiscal impact
ATTACHMENTS
1. Proposed changes to CVMC 2.52 in redline format
2. Ordinance Amending CVMC 2.52
Staff Contacts: Marco Verdugo, City Attorney and Kerry Bigelow, City Clerk
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ORDINANCE NO.
ORDINANCE OF THE CITY OF CHULA VISTA AMENDING
VARIOUS SECTIONS OF CHULA VISTA MUNICIPAL CODE
CHAPTER 2.52, “CAMPAIGN CONTRIBUTIONS,” AND
ADJUSTING THE CAMPAIGN CONTRIBUTION LIMITS
WHEREAS, Chula Vista City Charter section 905 requires the City to “adopt reasonable
regulations related to campaign contributions” in order to “avoid the potential for undue or
improper influence over Elected Officials resulting from excessive campaign contributions;” and
WHEREAS, in 1989, the City adopted Chula Vista Municipal Code Chapter 2.52,
“Campaign Contributions,” in compliance with the City Charter requirements (Campaign
Contribution Ordinance); and
WHEREAS, the City last conducted a comprehensive update of the Campaign
Contribution Ordinance in 2011 and amended it to its current form through a series of subsequent
amendments; and
WHEREAS, Chula Vista Municipal Code Section 2.52.040(D) requires the City Clerk to
adjust the campaign contribution limits every odd-numbered year to reflect any changes in the
Consumer Price Index for the San Diego area for the two-year period ending on December 31st of
the previous year, and requires these adjustments to be rounded to the nearest $10; and
WHEREAS, the Consumer Price Index for the San Diego area for the periods ending
December 2022 and December 2024 demonstrates an increase of 8.3924 percent; and
WHEREAS, the contribution limit for individuals other than a candidate was previously
set at $410 by Chula Vista Municipal Code section 2.52.040(A), and the contribution limit for
political party committees was previously set at $1,410 by Chula Vista Municipal Code section
2.52.040(B); and
WHEREAS, adoption of contribution limits that meet or exceed the percentage of change
in the Consumer Price Index rounding to the nearest $10 for individuals ($440) and political party
committees ($1,530) shall satisfy those certain obligations of the City Clerk outlined in Chula
Vista Municipal Code Section 2.52.040(D) that require City Clerk shall adjust the contribution
limits to reflect any changes in the Consumer Price Index for the San Diego area for the two -year
period ending on December 31st of the previous year; and
WHEREAS, on February 21, 2023, the City Attorney gave a presentation on potential
revisions to the Campaign Contribution Ordinance and the Council formed an ad hoc
subcommittee; and
WHEREAS, on October 24, 2023, the ad hoc subcommittee gave an update on campaign
contributions and the City Council provided direction to the City Attorney and the City Clerk to
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conduct a comprehensive review and propose amendments to the Campaign Contribution
Ordinance; and
WHEREAS, the City Attorney and the City Clerk have undertaken a comprehensive review
of the Campaign Contribution Ordinance and have recommended revisions to the ordinance that
revise contribution limits, time period for accepting contributions, rules for outstanding debt,
complaint processing, and remove duplicative provisions; and
WHEREAS, the City Clerk’s review focused on administrative and technical aspects,
including clarifications to reduce confusion, reformatting and reorganizing for clarity, and
incorporating recommendations from the subcommittee for the full City Council’s consideration;
and
WHEREAS, the proposed amendments include, among other things, increasing the
contribution limit for individuals other than a candidate, increasing the contribution limit for
political party committees, revising the starting date for a candidate’s acceptance of contribution
in order to remove ambiguity, increasing the amount a candidate can personally loan their
campaign, adding a timeframe for the repayment of loans, removing the requirement to notify
opponents of loan contributions; clarifying enforcement processing and investigation obligations,
adding defined terms, and removing provisions that are duplicative of state law; and
WHEREAS, the proposed changes are intended to prevent corruption, close campaign
finance loopholes, ensure transparency, promote fairness, encourage accountability, foster public
trust, and promote ethical behavior in the political process; and
WHEREAS, the City Council considered the proposed amendments on May 13, 2025, and
provided direction via consensus on proposed amendments and other provisions; and
WHEREAS, the City Council wishes to adopt revised campaign contribution regulations.
NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows:
Section I.
A. Chapter 2.52 of the Chula Vista Municipal Code is amended to read as follows:
2.52.010 Title and Purpose.
A. Title. This chapter shall be known as the Chula Vista Campaign Contribution Ordinance.
B. Purpose. The purpose of the Chula Vista Campaign Contribution Ordinance is intended
to supplement the Political Reform Act of 1974 (California Government Code Sections 81000, et
seq.) (the “PRA”), and the implementing regulations adopted by the Fair Political Practices
Commission (the “FPPC”) (see California Code of Regulations, Title 2, Division 6, to protect the
integrity of the City’s electoral process, and to serve the best interests of the citizens of this City
by enacting campaign finance rules governing donors and Candidates for City Elective Offices.
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Inherent in the high cost of election campaigning is the potential for improper influence
exercised by campaign contributors over elected officials. It is the intent of the City Council in
enacting this chapter:
1. To preserve an orderly political forum in which individuals may express
themselves effectively;
2. To place realistic and enforceable limits on the amounts of money that may be
contributed to political campaigns in City elections;
3. To prevent corruption and avoid the appearance of corruption by regulating
campaign contributions to candidates for local elective office;
4. To provide full and fair enforcement of all the provisions of this chapter; and
5. To encourage candidate adherence to election regulations by making them easier
to understand.
C. Applicability. The terms of this chapter are applicable to any contribution made to a
Candidate or Candidate-controlled committee whether used by the Candidate to finance a current
campaign or to pay debts incurred in prior campaigns.
2.52.020 Relationship to State Law.
This chapter shall supplement, not replace, the Political Reform Act of 1974 (California
Government Code 81000, et seq.) (the “PRA”), and the implementing regulations adopted by the
Fair Political Practices Commission (the “FPPC”) (see California Code of Regulations, Title 2,
Division 6). Donors and Candidates for City Elected Offices must comply with both the
requirements of the PRA and the requirements of this chapter. However, to the extent of any
conflict between the terms of this Chapter and the terms of the PRA, the terms of this Chapter
shall govern to the maximum extent allowed by law.
2.52.030 Definitions.
Unless otherwise defined in this Section, the terms and phrases used in this chapter shall have the
same definitions given to them in the PRA (see California Government Code Sections 82000
through 82054) and the FPPC regulations.
“Agent” means a person who acts on behalf or At the Behest of any other person or accepts a
Contribution on behalf of a Candidate. If an individual acting as an Agent is also acting as an
employee or member of a law, architectural, engineering or consulting firm, or a similar entity or
corporation, both the entity or corporation and the individual are “Agents.”
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“At the Behest” means made under the control or at the direction of, in cooperation, consultation,
coordination, or concert with, at the request or suggestion of, or with the express prior consent
of.
“Campaign Contribution Account” is that account in which all Contributions or loans made to
the Candidate shall be deposited as required by Government Code Section 85201.
“Campaign Statement” means the campaign statement required by the PRA (see California
Government Code Sections 84200, et seq.).
“Candidate” means any individual seeking any City Elective Office, the candidate’s campaign
committee, committee(s) controlled by the Candidate, and Agents of the Candidate.
“City Elective Office” means the offices of Mayor, City Council, or the City Attorney. The
“same City Elective Office,” as that term is used in this chapter, means the Office of the Mayor
with respect to the Mayor’s seat; the Office of the City Attorney with respect to the City
Attorney’s seat; or, in the case of a Council District Seat, the specific Council District Seat
numbered 1, 2, 3, or 4 held by a City Council member or campaigned for by a Candidate, or the
numbered seat to which a City Council member or Candidate for such office may be reassigned
as a result of redistricting. For example, if, during the redistricting process, the district lines are
redrawn such that the residence of the City Council member representing and running for District
1 or a Candidate running for District 1 becomes located within District 2, 3 or 4, the member’s or
Candidate’s District 1 seat, as the case may be, would be considered, for purposes of this chapter,
the “same City Elective Office” as the District 2, 3 or 4 seat so re-assigned.
“Citywide Seat” means the office of Mayor or City Attorney.
“Contribution” is defined in a manner identical with the definition found in Government Code
Section 82015, contained within the Political Reform Act, and any related provisions in the
California Code of Regulations.
“Contribution Limit” is defined as the maximum allowed contribution from a Person,
Organization, Political Party Committee, for any Single Election Contest as provide under
CVMC 2.52.040.
“Council District Seat” means the office of City Councilmember District 1, 2, 3, or 4.
“Enforcement Authority,” under this chapter, means that special counsel appointed pursuant to
CVMC 2.52.140.
“Filer” is any elected officer, Candidate, committee, or other Person required to file Campaign
Statements, reports or other documents.
“FPPC Form” is any FPPC-developed Campaign Form, including but not limited to Form 460,
470, 496, 497.
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“General Election” is that election identified by Charter Section 901(B) as a “General Municipal
Election.”
“Net Debts Outstanding” has the same meaning as that set forth in title 2, section 18531.61 of the
California Code of Regulations.
“Organization” means a proprietorship, labor union, firm, partnership, joint venture, syndicate,
business, business trust, company, corporation, association, or committee, including a political
action committee. “Organization” does not include Political Party Committees, as that term is
defined in California Government Code Section 85205.
“Person” means a natural individual.
“Political Party Committee” is defined in a manner identical with the definition found is as
defined in California Government Code Section 85205.
“Political Reform Act” or “PRA” means the California Political Reform Act of 1974, as
amended, found at Government Code Section 81000, et seq., and includes regulations adopted by
the Fair Political Practices Commission.
“Primary Election” is that election identified by Charter Section 901(A) as a “Primary Municipal
Election.”
“Single Election Contest” means the election contest scheduled for any one of the following
types of elections, each being a “Single Election Contest”: a Primary Election, a General
Election or a Special Election.
“Special Election” is that election defined by Charter Section 901(C) as a “Special Municipal
Election.”
“Written Solicitation” means any writing, whether physical or electronic, soliciting, either
directly or indirectly, a Contribution to a Candidate. “Written Solicitation” includes, but is not
limited to, printed materials, websites, social media, and printed or electronic advertisements.
2.52.040 Campaign Contribution Dollar Limits
A. Limitations on Contributions by Persons or Organizations. No Person or Organization
other than a Candidate shall make a Contribution and no Candidate shall solicit or accept a
Contribution in excess of $800.00 for a Council District Seat or $1,200 for a Citywide Seat from
a Person or Organization for a Single Election Contest. The contribution limits in this subsection
shall be subject to increase as provided in CVMC 2.52.040(D), below, or as may be required by
law.
B. Limitations on Contributions by Political Party Committees. No Political Party
Committee shall make a contribution and no Candidate shall solicit or accept a Contribution in
excess of $1,530 from a Political Party Committee for a Single Election Contest. The
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contribution limit in this subsection shall be subject to increase as provided Section 2.52.040(D),
below, or as may be required by law.
C. Applicability. This chapter shall not apply to contributions made to a committee that is
organized solely for the purpose of supporting or opposing the qualification for the ballot or
adoption of one or more City measures.
D. Adjustments. The contribution limits set forth in this section shall be adjusted every odd-
numbered year. The City Clerk shall adjust the contribution limits to reflect any changes in the
Consumer Price Index for the San Diego area for the two-year period ending on December 31st
of the previous year. Adjustments shall be rounded to the nearest $10.00. The City Clerk shall
publish a public notice of any adjustments by March 1st of each odd-numbered year, or as soon
after as practicable, following the Bureau of Labor Statistics’ release of the applicable Consumer
Price Index data. The adjustments shall go into effect as soon as the public notice is published
but shall apply only to elections held in subsequent years. The adjustments shall not be construed
to raise the contribution limits applicable to past elections or to special elections held in the same
year that the limits are adjusted.
E. Expenditures. The contribution limitations imposed by this section are not limitations on
expenditures and shall not be construed to limit the expenditures by any Candidate, Person,
Organization, or committee.
2.52.045 Time Period for Accepting Contributions; Rules for Elections with Multiple
“Single Election Contests.”
A. Starting Date for Acceptance of Contributions. No Person, Organization, or Political
Party Committee shall make a contribution to any Candidate and no such Candidate shall accept
from any Person, Organization, or Political Party Committee such a contribution sooner than the
first day of the 11th month preceding a Single Election Contest.
B. Contributions After an Election. A Contribution for an election may be accepted by a
Candidate up to 12 months after the date of the election only to the extent that the Contribution
does not exceed a Candidate’s Net Debts Outstanding for that election, and the Contribution does
not otherwise exceed the applicable contribution limit for that election.
C. No Solicitations for a General Election Until Primary Election is Held. A Candidate may
not solicit or accept contributions for a General Election prior to the holding of the Primary
Election for that office. If a Primary Election is canceled because fewer than three qualified
Candidates filed nomination papers for that election, a Candidate may begin soliciting and
accepting additional Contributions for the General Election once the City Council takes action to
cancel the Primary Election.
2.52.47 Carry-Over of Contributions.
A. From a Primary Election to a General Election. A Candidate may carry over
Contributions raised in connection with a Primary Election for City Elective Office to pay
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campaign expenditures incurred in connection with a subsequent General Election for the same
City Elective Office. In the event that a Special Election for City Elective Office results in a run-
off election for the same City Elective Office, a Candidate may carry over Contributions raised
in connection with the Special Election for City Elective Office to pay campaign expenditures
incurred in connection with a subsequent run-off election for the same City Elective Office.
B. Redistricting. If, as a result of redistricting, a Candidate’s residence is assigned to a
different district, the Candidate may carry over Contributions raised prior to City Council
approval of the new district map to pay expenditures in connection with campaigning for election
to the newly assigned Council District Seat; provided, however, if the election for the newly
assigned Council District Seat will be held at the subsequent election cycle, the Candidate
choosing to carry over Contributions raised to fund campaign activities for such subsequent
election must discontinue any and all fundraising activities immediately upon City Council
approval of the new district map creating re-assignment until fundraising for such subsequent
election contest is authorized as provided in subsection 2.52.045(A).
2.52.050 Loans and Outstanding Debt.
A. Personal Loan from the Candidate; limitation. A Candidate shall not personally loan to
their campaign with the intent to receive repayment of those funds in excess of the aggregate
amount of $5,000 for a Single Election Contest.
B. Loan from Others.
1. In General. Except as provided in subsection 2., below, a loan or extension of
credit from a third party Person or Organization made for the purpose of, or used by a
Candidate for, funding such Candidate’s campaign activities shall be considered a
Contribution from such maker of the loan or extender of credit and shall be subject to the
Contribution limit specified in CVMC 2.52.040(A).
2. Exception. Loan by Candidate from Commercial Lending Institution. The
contribution limit does not apply to loans made to a Candidate for the purpose of a
campaign by a commercial lending institution in the lender’s regular course of business
on terms available to members of the general public for which the Candidate is personally
liable.
C. Repayment of Loans. Repayment of personal loans from the Candidate to their campaign
must occur 12 months after a Candidate’s withdrawal, defeat, or election to office. If elected to
office, the 12-month period begins on the date of the election.
D. Special Rules for Debts Owed to Campaign Consultants and Vendors. Except for legal
fees and expenses incurred directly in connection with monitoring the count of absentee or
provisional ballots for the election, or with a ballot recount conducted under Chapter 9
(commencing with Section 15600) of Division 15 of the Elections Code for the election, all bills
from campaign consultants and vendors must not have been incurred past the date of the election
for which the goods and services were provided. Candidates may only incur additional costs
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from ongoing services from a fundraiser, treasurer, payment processing service, and other related
or ancillary services for up to 12 months after the Candidate’s withdrawal, defeat, or election to
office. If elected to office, the 12-month period begins on the date of the election.
[Sections 2.52.060 and 2.52.070 are being deleted in their entirety]
2.52.090 Return of prohibited Contributions.
If a Contribution is tendered and would be in violation of this chapter, it shall be returned by the
Candidate to the contributor within 60 days of receipt by the Candidate.
2.52.100 Written Solicitations by Candidates.
A. Any Candidate making a Written Solicitation for a Contribution for their campaign for
City Elective Office shall include the following written notice in no less than eight-point type on
each such solicitation:
1. For a Council District Seat:
NOTICE
The City of Chula Vista Municipal Code limits contributions to campaigns
for a Council District Seat to [insert the current limit pursuant to CVMC
2.52.040(A)] dollars per Person or Organization.
2. For a Citywide Seat:
NOTICE
The City of Chula Vista Municipal Code limits contributions to campaigns
for a Citywide Seat to [insert the current limit pursuant to CVMC
2.52.040(A)] dollars per Person or Organization.
B. Additional Notice Required if Redistricting Pending. During any campaign cycle where
redistricting is pending City Councilmember candidate materials soliciting campaign funds shall
also contain the following statement in no less than eight-point type:
City campaign rules allow this candidate to transfer funds to a different Council District
Seat election contest, or carry over funds to a future Council District Seat election
contest, in the event redistricting results in the re-assignment of such candidate to a
different Council District Seat .
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2.52.120 Contributions for Legal Defense.
Notwithstanding anything contained herein to the contrary, a payment to or for the benefit of one
holding a City Elective Office or a Candidate made and used for the express purpose of
offsetting costs already incurred by that office holder, or Candidate in the defense of a criminal
or administrative prosecutorial action, or other legal action relating to an election contest, against
said office holder or Candidate and not made or used for the purpose of aiding in the election of
said Councilmember, Mayor, City Attorney or Candidate, and not made within (before or after)
100 days of an election in which the office holder or Candidate is competing for a seat or office,
shall not be deemed to be a Contribution for the purposes of this chapter.
2.52.125 Electronic Filing of Campaign Disclosure Statements.
A. General.
1. Any Filer required to file Campaign statements, reports or other FPPC Forms
(“Statements”) as required by Chapter 4 of the Political Reform Act (California
Government Code Section 84100 et seq.) shall file such statements using the City Clerk’s
online system according to procedures established by the City Clerk (the “Procedures”),
unless the Filer is exempt from electronic filing under California Government Code
Section 84615, as may be amended from time to time.
2. The City Clerk shall have the authority to establish and amend the procedures, as
necessary, to accomplish the following:
a. Ensure that the online system complies with the requirements set forth in
Section 84615 of the Government Code, as may be amended from time to time;
b. Meet the purpose and intent of this section and comply with other
applicable law;
c. Ensure the integrity of the data transmitted and include safeguards against
efforts to tamper with, manipulate, alter, or subvert the data.
3. Online filings made under this chapter will only be accepted if made in the
standardized record format that is developed by the California Secretary of State pursuant
to Section 84602(a)(2) of the California Government Code, as may be amended from
time to time, and that is compatible with the Secretary of State’s system for receiving an
online or electronic Statement.
4. Any Filer who has electronically filed a statement using the City Clerk’s online
system is not required to file a copy of that document in paper format with the City Clerk.
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[Section 2.52.130 is deleted in its entirety]
2.52.140 Enforcement; Enforcement Authority.
A. General. The City Attorney shall not act as the Enforcement Authority as to alleged
violations of this chapter, but shall defend the constitutionality and legality of this chapter in any
civil proceeding in which the City or the City Council is a party.
B. Enforcement Authority. The Enforcement Authority, as defined by this chapter, or the
District Attorney shall investigate or prosecute alleged violations of this chapter.
C. Timing of Selection. The Board of Ethics shall solicit proposals from attorneys in
accordance with Section 503 of the City Charter and Chapter 2.56 CVMC to act as the
Enforcement Authority 12 months prior to a General Election.
D. Appointment of Panel. The Board of Ethics shall appoint a panel of no less than three
attorneys to act as the Enforcement Authority. These attorneys shall be compensated by the City
for work performed pursuant to this chapter. Should the appointment of additional special
counsel become necessary or appropriate, the Board of Ethics shall appoint such additional
special counsel as may be required. Should the panel consist of fewer than three attorneys due to
resignations or otherwise, the Board of Ethics shall appoint additional special counsel.
E. Rotation of Assignments. A single member of the special counsel panel will be assigned
to each complaint by the City Attorney, or the City Clerk in the event that the City Attorney is
the subject of the complaint. Assignments will be made on a rotating basis.
F. Immunity to Liability. Special counsel, serving as the Enforcement Authority, shall be
immune to liability for enforcement of this chapter.
2.52.143 Enforcement; Complaint Submittal.
Complaints of violations of this chapter shall be: in writing; sworn under penalty of perjury by
the complainant, who shall be a resident of the City; accompanied by proof that the complainant
is a resident of the City; and submitted to the City Clerk. The complaint shall state a full
recitation of all facts that are alleged to constitute a violation of this chapter. If a complaint does
not comply with these requirements, the City Clerk shall notify the complainant that it is
insufficient for filing and identify the insufficiency. The complainant shall have 10 calendar days
to cure the defect. If the defect is not cured in the prescribed timeframe, the case shall be closed.
2.52.145 Enforcement; Complaint Processing.
A. Subject of Complaint; Opportunity to Respond. If the complaint meets the requirements
of CVMC 2.52.143, above, the City Clerk shall provide a copy of the complaint to the subject of
the complaint within two working days. The subject of the complaint shall have five calendar
days to provide the City Clerk with a written response, including evidence of any corrective
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action taken in response to the complaint, if any. The response, if submitted, shall be signed
under penalty of perjury.
B. Submittal to Enforcement Authority. The City Clerk shall forward the complaint and any
written response received to the Enforcement Authority within ten working days of receipt for a
probable cause determination.
C. Probable Cause Determination. The Enforcement Authority shall make a prima facie
probable cause determination within 30 calendar days of receiving the complaint and shall
immediately notify the City Clerk, the City Attorney, and Interested Parties upon making its
determination.
1. Probable Cause; Knowing or Willful Violation. If the Enforcement Authority
determines that probable cause exists to find that there was a knowing or willful violation
of this chapter, the City Attorney shall forward the complaint to the District Attorney for
further handling. However, if the City Attorney is the subject of the complaint, the duties
of the City Attorney under this section shall be handled by the City Clerk. Violations of
this chapter that are forwarded to the District Attorney for handling shall not be subject to
further action by the Enforcement Authority.
2. Probable Cause; Negligent Violation. If the Enforcement Authority determines
that probable cause exists to find that there was a negligent violation of this chapter, the
City Attorney shall forward the complaint to the special counsel who is next in the
rotation of panel counsel to act as the Enforcement Authority and take further
investigatory and procedural steps necessary to resolve the matter.
D. Negligent Violation; Enforcement Authority Handling.
1. Enforcement Authority Duties. Violations of this chapter that are not forwarded to
the District Attorney for handling but, rather, are forwarded to the next panel counsel for
further investigation pursuant to subsection (C) of this section may be pursued by the
Enforcement Authority either through a civil or administrative action. The Enforcement
Authority may also commence and prosecute any necessary administrative proceedings
or civil litigation to compel compliance with this chapter. No enforcement of prosecution
or action by the Enforcement Authority shall be subject to the review or control of the
City Attorney or City Council. The special counsel, serving as the Enforcement
Authority, may investigate and may institute legal action to prevent further violations.
The Enforcement Authority shall use reasonable efforts to complete its investigation and
reach a final determination within 180 days of the City forwarding the complaint. The
Enforcement Authority shall notify the City Clerk, the City Attorney, and Interested
Parties of upon conclusion of the Enforcement Authority’s final determination.
2. Violations of State Law. If the allegation contained in the complaint is also a
violation of state law, the special counsel shall not investigate but, rather, shall forward
the complaint to the Fair Political Practices Commission, or other appropriate state
agency.
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3. Criminal Prosecution. Criminal prosecution for violations of this chapter must be
commenced within one year after the date on which the violation occurred.
4. Civil Prosecution. Civil prosecution for violation of this chapter must be
commenced within four years after the date on which the violation occurred. No
administrative action alleging a violation of any of the provisions of this chapter shall be
commenced more than four years after the date on which the violation occurred. If the
person alleged to have violated a provision of this chapter engages in the fraudulent
concealment of their acts or identity, the four-year period for civil and administrative
actions shall be tolled for the period of concealment. For purposes of this subdivision,
“fraudulent concealment” means the person knows of material facts related to their duties
under this chapter and knowingly conceals them in performing or omitting to perform
those duties, for the purpose of defrauding the public of information to which it is entitled
under this title.
E. No Violation Found. If the Enforcement Authority or District Attorney determines that no
violation occurred, the Enforcement Authority shall review the complaint and, if necessary,
conduct further investigation to determine if there is probable cause to find that the complainant
committed perjury. If such probable cause exists, the Enforcement Authority shall forward the
complaint to the District Attorney for prosecution for perjury.
2.52.150 Penalties.
A. Misdemeanor. Any Person who knowingly or willfully violates any provision of this
chapter; who knowingly or willfully causes, solicits, advises, or participates with any other
Person to violate any provision of this chapter; or who knowingly or willfully aids and abets any
other Person in the violation of this chapter shall be guilty of a misdemeanor.
B. Penalties.
1. Any Person who negligently violates any provision of this chapter shall be liable
in a civil or administrative action brought by the Enforcement Authority for an amount
not more than $500.00 per violation, and shall be required to correct the violation.
2. Any Person who intentionally violates any provision of this chapter, causes any
other Person to violate any provision of this chapter, or intentionally files a false
complaint under this chapter shall be liable in a civil administrative action brought by the
Enforcement Authority for a maximum of $2,500 per violation, or per false complaint
filed.
3. Any amounts paid pursuant to this section shall be used to offset the costs of
enforcing this chapter.
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4. If it is determined by the District Attorney that the complainant committed perjury
in filing the complaint, the complainant may be liable, in addition to any criminal
penalties, for damages in the amount of fees, costs and other amounts suffered or incurred
as a result of, or arising out of the filing of, such complaint.
C. Applicability. This section shall apply only to Persons who have filing or reporting
obligations under this chapter or the Political Reform Act, or who are compensated for services
involving the planning, organization, or directing of any activity regulated or required by this
chapter or the Political Reform Act, or anyone who is determined by the District Attorney to
have committed perjury in filing a complaint under this chapter.
D. Whether or not a violation is inadvertent, negligent, or deliberate, and the presence or
absence of good faith, shall be considered in applying the remedies and sanctions of this chapter.
Further, in determining the amount of civil liability, the court may take into account the
seriousness of the violation and the degree of culpability of the defendant. If a judgment is
entered, the funds recovered shall be deposited into the City’s general fund.
[Section 2.52.160 is being deleted in its entirety]
2.52.170 Availability of Records.
Unless otherwise prohibited by law, all records pertaining to complaints related to campaign
contributions shall be deemed public records upon receipt. Such records include, but are not
limited to: submitted complaints (whether deemed sufficient or insufficient), letters of dismissal,
determinations of probable cause, determinations regarding enforcement actions, and legal
services agreements with enforcement authorities. These records shall be made available to the
public upon request, subject to appropriate redactions in accordance with applicable law.
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.
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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
Marco A. Verdugo Marco A. Verdugo
City Attorney City Attorney
Kerry K. Bigelow
City Clerk
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Chapter 2.52
CAMPAIGN CONTRIBUTIONS*
2.52.010 Title and Purpose and intent.
A. Title. This chapter shall be known as the Chula Vista Campaign Contribution Ordinance.
A. Purpose. The pPurpose of the Chula Vista Campaign Contribution Ordinance is intended to
supplement the Political Reform Act of 1974 (California Government Code Sections 81000, et seq.)
(the “PRA”), and the implementing regulations adopted by the Fair Political Practices Commission
(the “FPPC”) (see California Code of Regulations, Title 2, Division 6, Division 6, Sections 18110
through 18997). All local candidates should be aware that they must comply with this chapter, as
well as the PRA and the FPPC regulations, when participating in a local election campaign.
B. Sections 81013 and 85703(a) of the PRA authorize the City Council to adopt contribution
limitations and prohibitions applicable to elections for local elective office. In enacting this chapter,
the City Council finds and declares that moderate monetary contributions to political campaigns are
a legitimate form of participation in the American political process. It is the policy of this City to
protect the integrity of the City’s electoral process, and to serve the best interests of the citizens of
this City by regulating enacting campaign finance rules governing donors and Candidates for City
Elective Offices.
Inherent in the high cost of election campaigning is the problem potential of for improper influence,
real or potential, exercised by campaign contributors over elected officials. It is the purpose and
intent of the City Council in enacting this chapter:
1. A. To preserve an orderly political forum in which individuals may express themselves
effectively;
2. B. To place realistic and enforceable limits on the amounts of money that may be
contributed to political campaigns in City elections;
3. C. To prevent corruption and avoid the appearance of corruption by regulating campaign
contributions to candidates for local elective office;
4. D. To provide full and fair enforcement of all the provisions of this chapter; and
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5. E. To encourage candidate adherence to election regulations by making them easier to
understand. (Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
C. Applicability. The terms of this chapter are applicable to any contribution made to a
Candidate or Candidate-controlled committee whether used by the Candidate to finance a current
campaign or to pay debts incurred in prior campaigns.
2.52.020 Interpretation of this chapterRelationship to State Law.
A. The terms and phrases in thisThis chapter shall supplement, not replace, the Political Reform Act
of 1974 (California Government Code 81000, et seq.) (the “PRA”), and the implementing regulations
adopted by the Fair Political Practices Commission (the “FPPC”) (see California Code of Regulations,
Title 2, Division 6. Donors and Candidates for City Elected Offices must comply with both the
requirements of the PRA and the requirements of this chapter. However, to the extent of any
conflict between the terms of this Chapter and the terms of the PRA, the terms of this Chapter shall
govern to the maximum extent allowed by law. have the same definitions given to them in the PRA
(see California Government Code Sections 82000 through 82054) and the FPPC regulations, unless
otherwise specified in this chapter.
B. The terms of this chapter are applicable to any contribution made to a candidate or candidate-
controlled committee whether used by the candidate to finance a current campaign or to pay debts
incurred in prior campaigns.
C. Revisions to this chapter take effect on February 10, 2011, and are applicable to all contributions
received by candidates seeking City elective office in any election which takes place after that date.
(Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
2.52.030 Definitions.
Unless otherwise defined in this Section, the terms and phrases used in this chapter shall have the
same definitions given to them in the PRA (see California Government Code Sections 82000 through
82054) and the FPPC regulations.
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A. “Agent” means a person who acts on behalf or Aat the Bbehest of any other person or accepts a
Ccontribution on behalf of a Ccandidate. If an individual acting as an Aagent is also acting as an
employee or member of a law, architectural, engineering or consulting firm, or a similar entity or
corporation, both the entity or corporation and the individual are “Aagents.”
B. “At the Bbehest” means made under the control or at the direction of, in cooperation,
consultation, coordination, or concert with, at the request or suggestion of, or with the express prior
consent of.
C. “Campaign Ccontribution Aaccount” is that account in which all Ccontributions or loans made to
the Ccandidate shall be deposited as required by Government Code Section 85201.
D. “Campaign Sstatement” means the campaign statement required by the PRA (see California
Government Code Sections 84200, et seq.).
E. “Candidate” means any individual seeking any City Eelective Ooffice, the candidate’s campaign
committee, committee(s) controlled by the Ccandidate, and Aagents of the Ccandidate.
F. “City Eelective Ooffice” means the offices held by theof Mayor, members of the City Council, or
the City Attorney. The “same City Eelective Ooffice,” as that term is used in this chapter, means the
specific seat held byOffice of the Mayor with respect to the Mayor’s seat; , as defined by Charter
Section 300(C); the specific seatOffice of held by the City Attorney with respect to the City
Attorney’s seat; or, in the case of a City Council memberCouncil District Seat, the specific Council
District SeatCity Council District seat numbered 1, 2, 3, or 4 held by athe City Council member or
campaigned for by a Candidate, or the numbered seat to which athat City Council member or
Ccandidate for such office may be is reassigned as a result of redistricting. For example, if, during
the redistricting process, the district lines are redrawn such that the residence of the City Council
member representing and running for District 1 or a Ccandidate running for District 1 becomes
located within District 2, 3 or 4, the member’s or Ccandidate’s District 1 seat, as the case may be,
would be considered, for purposes of this chapter, the “same City Eelective Ooffice” as the District 2,
3 or 4 seat so re-assigned.
“Citywide Seat” means the office of Mayor or City Attorney.
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G. “Contribution” is defined in a manner identical with the definition found in Government Code
Section 82015, contained within the Political Reform Act, and any related provisions in the California
Code of Regulations.
“Contribution Limit” is defined as the maximum allowed contribution from a Person, Organization,
Political Party Committee, for any Single Election Contest as provide under CVMC 2.52.040.
“Council District Seat” means the office of City Councilmember District 1, 2, 3, or 4.
H. “Enforcement Aauthority,” under this chapter, means that special counsel appointed by the City
Attorney pursuant to CVMC 2.52.140.
“Filer” is any elected officer, Candidate, committee, or other Person required to file Campaign
Statements, reports or other documents.
“FPPC Form” is any FPPC-developed Campaign Form, including but not limited to Form 460, 470,
496, 497.
I. “General Eelection” is that election identified by Charter Section 900901(B) as a “General
Municipal Election.”, which is combined with the state primary election.
“Net Debts Outstanding” has the same meaning as that set forth in title 2, section 18531.61 of the
California Code of Regulations.
J. “Organization” means a proprietorship, labor union, firm, partnership, joint venture, syndicate,
business, business trust, company, corporation, association, or committee, including a political
action committee. “Organization” does not include Ppolitical Pparty Ccommittees, as that term is
defined in California Government Code Section 85205.
K. “Person” means a natural individual.
“Political Party Committee” is defined in a manner identical with the definition found is as defined in
California Government Code Section 85205.
L. “Political Reform Act” or “PRA” means the California Political Reform Act of 1974, as amended,
found at Government Code Section 81000, et seq., and includes regulations adopted by the Fair
Political Practices Commission.
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“Primary Election” is that election identified by Charter Section 901(A) as a “Primary Municipal
Election.”
M. “Single Eelection Ccontest” means the election contest scheduled for any one of the following
types of elections, each being a “Single Election Contest”: a Primary Election, either a Ggeneral
Election or a Sspecial Eelection.
N. “Special Eelection” is that electionas defined byin Charter Section 901(C) as a “Special Municipal
Election.”. (Ord. 3506 § 1, 2021; Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
“Written Solicitation” means any writing, whether physical or electronic, soliciting, either directly or
indirectly, a Contribution to a Candidate. “Written Solicitation” includes, but is not limited to, printed
materials, websites, social media, and printed or electronic advertisements.
2.52.040 Campaign Ccontribution Dollar Llimits..
A. Limitations on Contributions by Persons or Organizations. No Pperson or Organization other than
a Ccandidate shall make a Ccontribution and no Candidate shall solicit or accept a Contribution in
excess of $800.00 for a Council District Seat or $1,200 for a Citywide Seat $410.00 to a candidate
for a single election contest. No candidate shall solicit or accept a contribution in excess of $410.00
from a Pperson or Organization for a Ssingle Eelection Ccontest. A candidate may receive up to
$410.00 from a person in each of the general and special elections. The contribution limits in this
subsection shall be subject to increase as provided in CVMC 2.52.040(D), below, or as may be
required by law.adjusted biannually pursuant to subsection (D) of this section.
B. Limitations on Contributions by Political Party Committees. No Ppolitical Pparty Ccommittee , as
that term is defined in California Government Code Section 85205, shall make a contribution and no
Candidate shall solicit or accept a Contribution in excess of $1,530 $1,410from a Political Party
Committee to a candidate for a Ssingle Eelection Ccontest. No candidate shall solicit or accept a
contribution in excess of $1,410 from a political party committee for a single election contest. A
candidate may receive up to $1,410 from a political party committee in each of the general and
special elections. The contribution limit in this subsection shall be adjusted subject to increase
biannually pursuant toas provided Section 2.52.040(D), below, or as may be required by
lawsubsection (D) of this section.
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C. Applicability. This chapter shall not apply to contributions made to a committee that is organized
solely for the purpose of supporting or opposing the qualification for the ballot or adoption of one or
more City measures. No organization shall make a contribution to any candidate or candidate-
controlled campaign committee. This chapter shall not apply to contributions made to a committee
that is organized solely for the purpose of supporting or opposing the qualification for the ballot or
adoption of one or more City measures. All contributions made by a person whose contribution
activity is financed, maintained or controlled by an organization or any other person shall be deemed
to be made by that organization or other person. If the contribution is deemed made by an
organization, it is prohibited.
D. Adjustments. The contribution limits set forth in this section shall be adjusted every odd-
numbered year, starting in 2013. The City Clerk shall adjust the contribution limits to reflect any
changes in the Consumer Price Index for the San Diego area for the two-year period ending on
December 31st of the previous year. Adjustments shall be rounded to the nearest $10.00. The City
Clerk shall publish a public notice of any adjustments by March 1st of each odd-numbered year, or
as soon after as practicable, following the Bureau of Labor Statistics’ release of the applicable
Consumer Price Index data. The adjustments shall go into effect as soon as the public notice is
published but shall apply only to elections held in subsequent years. The adjustments shall not be
construed to raise the contribution limits applicable to past elections or to special elections held in
the same year that the limits are adjusted.
E. Expenditures. The contribution limitations imposed by this section are not limitations on
expenditures and shall not be construed to limit the expenditures by any Candidate, Person,
Organization, or committee.No person shall make a contribution to any candidate and no such
candidate shall accept from any person such a contribution sooner than 11 months preceding a
single election contest.
F. A contribution for an election may be accepted by a candidate after the date of the election only
to the extent that the contribution does not exceed net debts outstanding from the election, and the
contribution does not otherwise exceed the applicable contribution limit for that election.
G. A candidate may not solicit or accept contributions for a special election prior to the holding of
the general election for that office.
H. A candidate may carry over contributions raised in connection with one election for City elective
office to pay campaign expenditures incurred in connection with a subsequent election for the same
City elective office. If, as a result of redistricting, a candidate’s residence is assigned to a different
district, the candidate may carry over contributions raised prior to City Council approval of the new
district map to pay expenditures in connection with campaigning for election to the newly assigned
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district seat; provided, however, if the election for the newly assigned district seat will be held at the
subsequent election cycle, the candidate choosing to carry over contributions raised to fund
campaign activities for such subsequent election must discontinue any and all fundraising activities
immediately upon City Council approval of the new district map creating re-assignment until
fundraising for such subsequent election contest is authorized as provided in subsection (E) of this
section.
I. The contribution limitations of this section are not limitations on expenditures and shall not be
construed to limit the expenditures by any candidate, person or committee. (Ord. 3543 § 1, 2023; Ord.
3506 § 1, 2021; Ord. 3499 § 1, 2021; Ord. 3452 § 1, 2019; Ord. 3399 § 1, 2017; Ord. 3340 § 1, 2015; Ord. 3276
§ 1, 2013; Ord. 3262 § 1, 2013; Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).2.52.045 Time
Period for Accepting Contributions; Rules for Elections with Multiple
“Single Election Contests.”
A. Starting Date for Acceptance of Contributions. No Person, Organization, or Political Party
Committee shall make a contribution to any Candidate and no such Candidate shall accept from any
Person, Organization, or Political Party Committee such a contribution sooner than the first day of
the 11th month preceding a Single Election Contest.
B. Contributions After an Election. A Contribution for an election may be accepted by a
Candidate up to 12 months after the date of the election only to the extent that the Contribution
does not exceed a Candidate’s Net Debts Outstanding for that election, and the Contribution does
not otherwise exceed the applicable contribution limit for that election.
C. No Solicitations for a General Election Until Primary Election is Held. A Candidate may not
solicit or accept contributions for a General Election prior to the holding of the Primary Election for
that office. If a Primary Election is canceled because fewer than three qualified Candidates filed
nomination papers for that election, a Candidate may begin soliciting and accepting additional
Contributions for the General Election once the City Council takes action to cancel the Primary
Election.
2.52.047 Carry-Over of Contributions.
A. From a Primary Election to a General Election. A Candidate may carry over Contributions
raised in connection with a Primary Election for City Elective Office to pay campaign expenditures
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incurred in connection with a subsequent General Election for the same City Elective Office. In the
event that a Special Election for City Elective Office results in a run-off election for the same City
Elective Office, a Candidate may carry over Contributions raised in connection with the Special
Election for City Elective Office to pay campaign expenditures incurred in connection with a
subsequent run-off election for the same City Elective Office.
B. Redistricting. If, as a result of redistricting, a Candidate’s residence is assigned to a different
district, the Candidate may carry over Contributions raised prior to City Council approval of the new
district map to pay expenditures in connection with campaigning for election to the newly assigned
Council District Seat; provided, however, if the election for the newly assigned Council District Seat
will be held at the subsequent election cycle, the Candidate choosing to carry over Contributions
raised to fund campaign activities for such subsequent election must discontinue any and all
fundraising activities immediately upon City Council approval of the new district map creating re-
assignment until fundraising for such subsequent election contest is authorized as provided in
subsection 2.52.045(AE).
2.52.050 Loans and Outstanding Debt.
A. Personal Loan from the Candidate; limitation. A Ccandidate shall not personally loan to his or her
their campaign funds, with the intent to receive repayment of those funds in excess, of the an
aggregate amount in excess of $5,000 for a Ssingle Eelection Ccontest.
B. Loan from Others.
1. In General. Except as provided in subsection 2., below, a loan or extension of credit from a
third party Person or Organization made for the purpose of, or used by a Candidate for, funding
such Candidate’s campaign activities shall be considered a Contribution from such maker of the
loan or extender of credit and shall be subject to the Contribution limit specified in CVMC
2.52.040(A). A loan or extension of credit shall be considered a contribution from the maker of
the loan or extender of credit and shall be subject to the contribution limit of $410.00 per
person, pursuant to CVMC 2.52.040. The $410.00 contribution limit does not apply to loans
made to a candidate for the purpose of a campaign by himself or herself or by a commercial
lending institution in the lender’s regular course of business on terms available to members of
the general public for which the candidate is personally liable. (Ord. 3543 § 1, 2023; Ord. 3499 § 1,
2021; Ord. 3452 § 1, 2019; Ord. 3399 § 1, 2017; Ord. 3340 § 1, 2015; Ord. 3179 § 1, 2011; Ord. 3086 § 1,
2007).
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2. Exception. Loan by Candidate from Commercial Lending Institution. The contribution limit
does not apply to loans made to a Candidate for the purpose of a campaign by a commercial
lending institution in the lender’s regular course of business on terms available to members of
the general public for which the Candidate is personally liable.
C. Repayment of Loans. Repayment of personal loans from the Candidate to their campaign
must occur 12 months after a Candidate’s withdrawal, defeat, or election to office. If elected to
office, the 12-month period begins on the date of the election.
D. Special rules for Debts Owed to Campaign Consultants and Vendors. Except for legal fees
and expenses incurred directly in connection with monitoring the count of absentee or provisional
ballots for the election, or with a ballot recount conducted under Chapter 9 (commencing with
Section 15600) of Division 15 of the Elections Code for the election, all bills from campaign
consultants and vendors must not have been incurred past the election date of the election for
which the goods and services were provided. Candidates may only incur additional costs from
ongoing services from a fundraiser, treasurer, payment processing service, and other related or
ancillary services for up to 12 months after the Candidate’s withdrawal, defeat, or election to office.
If elected to office, tThe 12 month period begins on the date of the election.
2.52.060 Notice regarding personal funds.
If a candidate spends or contributes personal funds of more than $5,000 aggregate, in connection
with a campaign for a single election contest, a candidate shall do all of the following:
A. Prior to spending or contributing the personal funds, the candidate shall provide written notice
of the candidate’s intent to spend or contribute more than $5,000 of personal funds to the City Clerk
and all opponent candidates. The notice shall be delivered personally or sent by registered mail to
the last known address of the opponent candidates as shown in the records of the City Clerk and
shall specify the amount of personal funds intended to be expended or contributed. The notice shall
also provide the date the personal funds shall be deposited into the candidate’s campaign
contribution account, as required by CVMC 2.52.070. Separate notice is also required for every
separate deposit of personal funds of any amount that is a contribution from a candidate to his or
her campaign once the candidate has spent or contributed more than $5,000 in personal funds in
connection with the campaign for a single election contest.
B. The required notice shall be given no later than 21 days prior to the election, unless the
expenditure or contribution occurs during the 21 days preceding the election, in which case the
required notice shall be provided 24 hours prior to deposit into the cand idate’s campaign
contribution account. (Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
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2.52.070 Campaign contribution account.
The campaign contribution account required by Government Code Section 85201(a) shall be
established at a financial institution located in San Diego County. (Ord. 3179 § 1, 2011; Ord. 3086 § 1,
2007).
[Sections 2.52.060 and 2.52.070 are being deleted in its entirety]
2.52.090 Return of prohibited Ccontributions.
If a Ccontribution is tendered and would be in violation of this chapter, it shall be returned by the
Ccandidate to the contributor within 60 days of receipt by the Ccandidate. (Ord. 3179 § 1, 2011; Ord.
3086 § 1, 2007).
2.52.100 Written Ssolicitations by Ccandidates.
A. Any Ccandidate making a Wwritten Ssolicitation for a Ccontribution for his or hertheir
campaign for City Eelective Ooffice shall include the following written notice in no less than eightsix-
point type on each such solicitation:
1. For a Council District Seat:
NOTICE
The City of Chula Vista Municipal Code limits contributions to campaigns for Council District
Seat City elective office to [insert the current limit pursuant to CVMC 2.52.040(A)] four
hundred ten dollars per Pperson or Organization.
* The dollar amount to be included in this notice shall be amended biannually to reflect any
CPI adjustment to the contribution limit made pursuant to CVMC 2.52.040(D).
2. For a Citywide Seat:
NOTICE
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The City of Chula Vista Municipal Code limits contributions to campaigns for a Citywide Seat
to [insert the current limit pursuant to CVMC 2.52.040(A)] dollars per Person or
Organization.
(Ord. 3543 § 1, 2023; Ord. 3506 § 1, 2021; Ord. 3499 § 1, 2021; Ord. 3452 § 1, 2019; Ord. 3399
§ 1, 2017; Ord. 3340 § 1, 2015; Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
B. Additional Notice Required if Redistricting Pending. During any campaign cycle where
redistricting is pending City Councilmember candidate materials soliciting campaign funds shall also
contain the following statement in no less than eight-point type:
City campaign rules allow this candidate to transfer funds to a different Council District Seat
election contest, or carry over funds to a future Council District Seat election contest, in the
event redistricting results in the re-assignment of such candidate to a different Council
District Seat.
2.52.120 Contributions for Llegal Ddefense.
Notwithstanding anything contained herein to the contrary, a payment to or for the benefit of one
holding a City Elective Office a Councilmember, Mayor, or a Ccandidate made and used for the
express purpose of offsetting costs already incurred by that that office holderCouncilmember, Mayor,
or Ccandidate in the defense of a criminal or administrative prosecutorial action, or other legal
action relating to an election contest, against said Councilmember, Mayor,office holder or Ccandidate
and not made or used for the purpose of aiding in the election of said Councilmember, Mayor, City
Attorney or Ccandidate, and not made within (before or after) 100 days of an election in which the
Councilmember, Mayor,office holder or Ccandidate is competing for a seat or office, shall not be
deemed to be a Ccontribution for the purposes of this chapter. (Ord. 3179 § 1, 2011; Ord. 3086 § 1,
2007).
2.52.125 Electronic Ffiling of Ccampaign Ddisclosure Sstatements.
A. General.
1. Any elected officer, candidate, committee, or other personFiler required to file Campaign
statements, reports or other FPPC Forms documents (“Sstatements”) as required by Chapter 4
of the Political Reform Act (California Government Code Section 84100 et seq.) (“filers”)
mayshall file such statements using the City Clerk’s online system according to procedures
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established by the City Clerk (the “Pprocedures”), unless the Filer is exempt from electronic
filing under California Government Code Section 84615, as may be amended from time to time..
This online filing requirement shall become mandatory beginning July 1, 2017.
2. The City Clerk shall have the authority to establish and amend the procedures, as
necessary, to accomplish the following:
a. Ensure that the online system complies with the requirements set forth in Section
84615 of the Government Code, as may be amended from time to time;
b. Meet the purpose and intent of this section and comply with other applicable law;
c. Ensure the integrity of the data transmitted and include safeguards against efforts to
tamper with, manipulate, alter, or subvert the data.
3. Online filings made under this chapter will only be accepted if made in the standardized
record format that is developed by the California Secretary of State pursuant to Section
84602(a)(2) of the California Government Code, as may be amended from time to time, and
that is compatible with the Secretary of State’s system for receiving an online or electronic
filingStatement.
B. Procedures for Utilizing Online Filing.
1. During the period commencing with the effective date of the ordinance codified in this
section and ending June 30, 2017, filers may choose to opt in to the electronic filing system by
electronically filing a statement that is required to be filed with the City Clerk pursuant to
Chapter 4 of the Political Reform Act Once a filer has opted in, all subsequent statements by
that filer shall be filed electronically. A filer may opt out of the electronic filing system by filing
an original statement in paper format with the City Clerk. Once a filer has opted out, the filer
shall file all original statements in paper format with the City Clerk. From and after July 1, 2017,
electronic filing is mandatory for all filers, unless the filer is exempt under California
Government Code Section 84615, as may be amended from time to time. A filer so exempt may
continue to opt in or opt out as described in this section.
42. Any Ffiler who has electronically filed a statement using the City Clerk’s online system is
not required to file a copy of that document in paper format with the City Clerk. (Ord. 3355 § 1,
2015).
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Chapter 2.52 CVMC, Campaign Contributions Page 13 of 18
2.52.130 Duties of City Clerk.
In addition to other duties required of the City Clerk under the terms of this chapter and the City
Charter, the Clerk shall:
A. Supply appropriate forms and manuals prescribed by the California Fair Political Practices
Commission. These forms and manuals shall be furnished to all candidates and committees, and to
all other persons required to report.
B. Determine whether required documents have been filed and, if so, whether they conform on
their face with the requirements of state law.
C. Notify promptly all persons and known committees who have failed to file a document in the
form and at the time required by state law.
D. Report alleged violations of this chapter filed pursuant to CVMC 2.52.140(E) and applicable state
law to the enforcement authority.
E. Compile and maintain a current list of all statements or parts of statements filed with the City
Clerk’s office pertaining to each candidate and each measure.
F. Cooperate with the enforcement authority in the performance of the duties of the enforcement
authority as prescribed in this chapter and applicable state laws. (Ord. 3179 § 1, 2011; Ord. 3086 § 1,
2007).[Section 2.52.130 is being deleted in its entirety]
2.52.140 Enforcement; Enforcement Authority.
A. General. The City Attorney shall not act as the Eenforcement Aauthority as to alleged violations
of this chapter, but shall defend the constitutionality and legality of this chapter in any civil
proceeding in which the City or the City Council is a party.
B. Enforcement Authority. The Eenforcement Aauthority, as defined by this chapter, or the District
Attorney shall investigate or prosecute alleged violations of this chapter.
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Chapter 2.52 CVMC, Campaign Contributions Page 14 of 18
C. Timing of Selection. The Board of Ethics shall solicit proposals from attorneys in accordance with
Section 503 of the City Charter and Chapter 2.56 CVMC to act as the Enforcement Authority 121
months prior to a Ggeneral Eelection.
D. Appointment of Panel. The Board of Ethics shall appoint a panel of no less than three attorneys
to act as the Eenforcement Aauthority. These attorneys shall be compensated by the City for work
performed pursuant to this chapter. Should the appointment of additional special counsel become
necessary or appropriate, the Board of Ethics shall appoint such additional special counsel as may be
required. Should the panel consist of fewer than three attorneys due to resignations or otherwise,
the Board of Ethics shall appoint additional special counsel.
E. Rotation of Assignments. A single member of the special counsel panel will be assigned to each
complaint by the City Attorney, or the City Clerk in the event that the City Attorney is the subject of
the complaintcase. Assignments will be made on a rotating basis.
F. Immunity to Liability. Special counsel, serving as the Enforcement Authority, shall be immune to
liability for enforcement of this chapter.
2.52.143 Enforcement; Complaint Submittal.
E. Complaints of violations of this chapter shall be: in writing; sworn under penalty of perjury by
the complainant, who shall be a resident of the City; accompanied by proof that the complainant is a
resident of the City; and submitted to the City Clerk. The complaint shall state a full recitation of all
facts that are alleged to constitute a violation of this chapter. If a complaint does not comply with
these requirements, the City Clerk shall return the complaint tonotify the complainant , that it is
insufficient for filing and identify the insufficiency. The complainant shall have 10 calendar days to
cure the defect. If the defect is not cured in the prescribed timeframe, the case shall be closed.with
an explanation as to why it is insufficient for filing.
2.52.145 Enforcement; Complaint Processing.
A. Subject of Complaint; Opportunity to Respond. If the complaint meets the requirements of
CVMC 2.52.143, above, the City Clerk shall provide a copy of the complaint to the subject of the
complaint within two working days. The subject of the complaint shall have five calendar days to
provide the City Clerk with a written response, including evidence of any corrective action taken in
Page 791 of 849
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August 5, 2025 City Council Post Agenda
Chapter 2.52 CVMC, Campaign Contributions Page 15 of 18
response to the complaint, if any. The response, if submitted, shall be signed under penalty of
perjury.
BF. Submittal to Enforcement Authority. The City Clerk shall forward the complaint and any written
response received to the Eenforcement Aauthority within tenfive working days of receipt for a
probable cause determination.
If no probable cause is determined to exist, the complaint shall be dismissed summarily and
interested parties shall be notified of the dismissal in writing. The enforcement authority shall make
a probable cause determination within 30 calendar days of receiving the complaint.
C. Probable Cause Determination. The Enforcement Authority shall make a prima facie probable
cause determination within 30 calendar days of receiving the complaint and shall immediately notify
the City Clerk, the City Attorney, and Interested Parties upon making its determination.
1. G. Probable Cause; Knowing or Willful Violation. If the Enforcement Authority determines
that probable cause exists to find that there was a knowing or willful violation of this
chapter, the City Attorney shall forward the complaint to the District Attorney for further
handling. However, if the City Attorney is the subject of the complaint, the duties of the City
Attorney under this section shall be handled by the City Clerk. Violations of this chapter that
are forwarded to the District Attorney for handling shall not be subject to further action by
the Enforcement Authority.If probable cause is determined to exist, the enforcement
authority shall notify the City Attorney. If the enforcement authority determines that
probable cause exists to find that there was a knowing or willful violation of this chapter, the
City Attorney shall forward the complaint to the District Attorney for further handling.
1.2. Probable Cause; Negligent Violation. If the Enforcement Authority determines that probable
cause exists to find that there was a negligent violation of this chapter, the City Attorney shall
forward the complaint to the special counsel who is next in the rotation of panel counsel to act
as the Eenforcement Aauthority and take further investigatory and procedural steps necessary to
resolve the matter. However, if the City Attorney is the subject of the complaint, the duties of
the City Attorney under this section shall be handled by the City Clerk.
DH. Negligent Violation; Enforcement Authority Handling.
1. Enforcement Authority Duties. Violations of this chapter that are forwarded to the District
Attorney for handling shall not be subject to further action by the enforcement authority.
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Chapter 2.52 CVMC, Campaign Contributions Page 16 of 18
Violations of this chapter that are not forwarded to the District Attorney for handling but, rather,
are forwarded to the next panel counsel for further investigation pursuant to subsection (CG) of
this section may be pursued by the Eenforcement Aauthority either through a civil or
administrative action. The Eenforcement Aauthority may also commence and prosecute any
necessary administrative proceedings or civil litigation to compel compliance with this chapter.
No enforcement of prosecution or action by the Eenforcement Aauthority shall be subject to the
review or control of the City Attorney or City Council. The special counsel, serving as the
Enforcement Authority, may investigate and may institute legal action to prevent further
violations. The Enforcement Authority shall use reasonable efforts to complete its investigation
and reach a final determination within 180 days of the City forwarding the complaint. The
Enforcement Authority shall notify the City Clerk, the City Attorney, and Interested Parties of
upon conclusion of the Enforcement Authority’s final determination.
2. Violations of State Law. If the allegation contained in the complaint is also a violation of
state law, the special counsel shall not investigate but, rather, shall forward the complaint to the
Fair Political Practices Commission, or other appropriate state agency.
3. J. Criminal Prosecution. Criminal prosecution for violations of this chapter must be
commenced within one year after the date on which the violation occurred.
4. K. Civil Prosecution. Civil prosecution for violation of this chapter must be commenced
within four years after the date on which the violation occurred. No administrative action
alleging a violation of any of the provisions of this chapter shall be commenced more than four
years after the date on which the violation occurred. If the person alleged to have violated a
provision of this chapter engages in the fraudulent concealment of his or hertheir acts or
identity, the four-year period for civil and administrative actions shall be tolled for the period of
concealment. For purposes of this subdivision, “fraudulent concealment” means the person
knows of material facts related to his or hertheir duties under this chapter and knowingly
conceals them in performing or omitting to perform those duties, for the purpose of defrauding
the public of information to which it is entitled under this title.
L. Special counsel, serving as the enforcement authority, shall be immune to liability for
enforcement of this chapter.
EM. No Violation Found. If the Eenforcement Aauthority or District Attorney determines that
no violation occurred, the Eenforcement Aauthority shall review the complaint and, if
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Chapter 2.52 CVMC, Campaign Contributions Page 17 of 18
necessary, conduct further investigation to determine if there is probable cause to find that
the complainant committed perjury. If such probable cause exists, the Eenforcement
Aauthority shall forward the complaint to the District Attorney for prosecution for perjury.
(Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
2.52.150 Penalties.
A. Misdemeanor. Any personPerson who knowingly or willfully violates any provision of this
chapter; who knowingly or willfully causes, solicits, advises, or participates with any other
personPerson to violate any provision of this chapter; or who knowingly or willfully aids and abets
any other personPerson in the violation of this chapter shall be guilty of a misdemeanor.
B. Penalties.
1. Any personPerson who negligently violates any provision of this chapter shall be liable in a
civil or administrative action brought by the enforcement authorityEnforcement Authority for an
amount not more than $500.00 per violation, and shall be required to correct the violation.
2. Any personPerson who intentionally violates any provision of this chapter, causes any other
personPerson to violate any provision of this chapter, or intentionally files a false complaint
under this chapter shall be liable in a civil administrative action brought by the enforcement
authorityEnforcement Authority for a maximum of $21,5000 per violation, or per false complaint
filed.
3. Any amounts paid pursuant to this section shall be used to offset the costs of enforcing this
chapter.
4. If it is determined by the District Attorney that the complainant committed perjury in filing
the complaint, the complainant may be liable, in addition to any criminal penalties, for damages
in the amount of fees, costs and other amounts suffered or incurred as a result of, or arising
out of the filing of, such complaint.
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Chapter 2.52 CVMC, Campaign Contributions Page 18 of 18
C. Applicability. This section shall apply only to personsPersons who have filing or reporting
obligations under this chapter or the Political Reform Act, or who are compensated for services
involving the planning, organization, or directing of any activity regulated or required by this chapter
or the Political Reform Act, or anyone who is determined by the District Attorney to have committed
perjury in filing a complaint under this chapter.
D. Whether or not a violation is inadvertent, negligent, or deliberate, and the presence or absence
of good faith, shall be considered in applying the remedies and sanctions of this chapter. Further, in
determining the amount of civil liability, the court may take into account the seriousness of the
violation and the degree of culpability of the defendant. If a judgment is entered, the funds
recovered shall be deposited into the City’s general fund. (Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
2.52.160 Severability.
If any provision of this chapter, or the application of any such provision to any Person or
circumstances, shall be held invalid, the remainder of this chapter to the extent it can be given
effect, or the application of those provisions to Persons or circumstances other than those as to
which it is held invalid, shall not be affected thereby, and to this end the provisions of this chapter
are severable. (Ord. 3179 § 1, 2011; Ord. 3086 § 1, 2007).
[Section 2.52.160 is being deleted in its entirety]
2.52.170 Availability of Rrecords.
Unless otherwise prohibited by law, all records pertaining to complaints related to
campaign contributions shall be deemed public records upon receipt. Such records
include, but are not limited to: submitted complaints (whether deemed sufficient or
insufficient), letters of dismissal, determinations of probable cause, determinations
regarding enforcement actions, and legal services agreements with enforcement
authorities. These records shall be made available to the public upon request, subject to
appropriate redactions in accordance with applicable law.
Page 795 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Michael Inzunza,
you are in violation of 2.01.030 Code of ethics
3.Divulge confidential information for personal gain or for the gain of
associates in a manner contrary to the public interest or in violation of any law
and if in fact you are in violation there should be consequences
Perhaps Inzunza should be sensor, suspend, remove
while it is not illegal you are asking or accepting campaign
contribution from those who have unsolved legal problem with
the City of Chula Vista it is unethical and wrong
are you been paid to influence the city or pass information
from the closed discussion to those who contribute to you
campaign?
Don’t answer remember you Lie to me before and
So I do not believe you!
CITY OF CHULA VISTA V. SLADE FICHER, EL AL., SAN DIEGO
SUPERIOR COURT,
CASE NO. 24CU006375C?
I BELIEVE IS A VIOLATION OF CODE OF ETHICS 2.01.30
IF MICHAEL INZUNZA RECIVED CAMPAIGN CONTRIBUTION
FROM ALLEN CASSELL
Item 7.4 - Written Communications
Acosta - Received 8/4/25
Page 796 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item 7.4 - Written Communications
Acosta - Received 8/4/25
Page 797 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Why is Michael Inzunza Accepting Campaign
contributions From Allen Cassell
Chula Vista businessman Alan Cassell was sentenced
to two years of probation after pleading guilty to one count of conspiracy concerning programs receiving federal funds in a judgement from the United States District Court District of Nevada filed on June 22. Cassell appeared in court on June 16.
Cassell was originally indicted in 2017 and pleaded not guilty. That same year he resigned his post as board member at Third Avenue Village Association citing personal reasons.
Cassell and six other defendants were accused of directing payments to Sergio Barajas, a one-time director of the National Community Stabilization Trust, a non-profit that used federal funds to restore foreclosed properties that were lost in the 2008 housing crisis.
As alleged in the indictment Cassell, doing business as Heartland Coalition and Ignition Ventures, paid Barajas about $185,025 in exchange for receiving about 626 NCST foreclosures and made about $2.8 million from resale of those properties.
According to court records, Cassell pleaded guilty in March as part of a group plea agreement.
Home Chula Vista Cassell sent home
By Albert Fulcher
07/08/2021
Item 7.4 - Written Communications
Acosta - Received 8/4/25
Page 798 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item 7.4 - Written Communications
Acosta - Received 8/4/25
Page 799 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Item 7.4 - Written Communications
Acosta - Received 8/4/25
Page 800 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
READER
News Under the Radar
February 14, 2018 S.D. marijuana merchants pour cash into political action committee With marijuana sales
finally legalized in California, local pot merchants have been pouring cash into a political action committee known as
Citizens for Public Safety and Safe Access, sponsored by the Association of Cannabis Professionals. …
Individual donors Ramzi Murad of El Cajon
Item 7.4 - Written Communications
Acosta - Received 8/4/25
Page 801 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 802 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Chula Vista adopted Municipal Code Chapter
2.52 –“Campaign Contributions” –per City
Charter requirements.
1989
Last comprehensive update of the Campaign
Contribution Ordinance; followed by additional
amendments.
2011
City Attorney presented potential revisions to
the Ordinance.
City Council formed an ad hoc subcommittee.
21 Feb. 2023
Subcommittee provided an update on
campaign contributions.
City Council directed a comprehensive review
and proposed amendments by City Attorney
and City Clerk
24 Oct. 2023
Page 803 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 804 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
A. Clarify Time Period for Accepting
Donations
•Current:11 months before the
election (2.52.040(E))
•Proposed:The 1st day of the 11th
month before the election
(2.52.045(A))
B. Requirement to Send Registered Mail
Notification to Opponents
•Current:Required to send notification
via registered mail when spending or
contributing more than $5,000 of
personal funds (2.52.060)
•Proposed: Eliminate notification
requirement; notice is required via
FPPC Form 497 for all contributions
received over $1,000 in the 90 days
leading up to the election
Page 805 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
C. Clarify Enforcement Processing and
Obligations
•Add provisions (2.52.140 et seq):
•Enforcement Authority to reach
final determination within 180
days
•Opportunity for subject of the
complaint to respond
•Specify records related to
enforcement are public
documents
D. Duties of the City Clerk
•Remove specified duties of the City
Clerk from the Code; duties are
provided for and expanded in state
law (2.52.130)
Page 806 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
E. Other Provisions
•Remove requirement that campaign account be at a bank in San Diego
County; existing state law requires the account to be in California
(2.52.070)
•Update terms to reflect new Charter language enacted by Measure K
(e.g., “Primary” and “General” election, vs. “General” and “Special”)
•Increase the font size of required notices from 6 pt. to 8 pt. (2.52.100)
•Other revisions to add defined terms, remove ambiguity, reformat and
reorganize, and remove provisions that are duplicative of state law
Page 807 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Contribution
limits
Individuals
Political Party
Committees
Businesses/
corporations
Limit for loans to own
committee
Time period to repay
outstanding debt
Page 808 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•$440 per election contest (2.52.040(A))
Current limit:
•$800 for City Council District seats
•$1,200 for Citywide seats (i.e. Mayor and City Attorney)
Proposal based on 5/13/25 City Council direction:
Page 809 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•$1,530 per election contest (2.52.040(B))
Current limit:
•$1,530 (no change)
Proposal based on 5/13/25 City Council direction:
Page 810 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•$0, contributions from organizations are prohibited (2.52.040(C))
Current limit:
•Same limit as contributions from individuals:
•$800 for City Council District seats
•$1,200 for Citywide seats (i.e. Mayor and City Attorney)
Proposal based on 5/13/25 City Council direction:
Page 811 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•$5,000 per election contest (2.52.050(A))
Current limit:
•$5,000 (no changes)
Proposal based on 5/13/25 City Council direction:
Page 812 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•Not specified
Current period:
•12 months of the election
Proposal based on 5/13/25 City Council direction:
Page 813 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•$1,000
Current penalty:
•$2,500
Proposal based on 5/13/25 City Council direction:
Page 814 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 815 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Page 816 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Citywide
Communications &
Engagement
Survey
Submission deadline: Aug. 15
Page 817 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
POLICE
DEPARTMENT
BEAT UPDATE
City Council Briefing | August 5,
2025
Presented by Chula Vista Police
Chief Roxana Kennedy
Page 818 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•Updating patrol beats is a proactive and strategic
approach used by professional law enforcement agencies
to meet evolving community needs
•Standard in modern law enforcement
•Ensures resources align with shifting call demand
•Improves response times and service delivery
•Enhances officer safety and workload balance
•Supports operational efficiency and strategic planning
•Based on data analysis and frontline input
•Proactively addresses the evolving needs of the
community
BEST PRACTICE:
UPDATING PATROL BEATS
Page 819 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
2010 BEATS
ADDED
•Population in 2010: 243,916
•Added a new Sector 4 and
two additional beats (41 &
42), based on city growth
out east
Sources: 2010 Census,
U.S. Census Bureau
Page 820 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•2010 Census Population: ~243,916 residents
•2025 Estimated Population: ~280,000 residents*
•Growth of approx. ~36,084 residents
•~14.8% increase over 15 years
Implication:
Continued growth supports the need for additional patrol
beats and resource allocation.
* Estimated
CHULA VISTA POPULATION:
2010 VS. 2025
Page 821 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Priority 1 Goal:
6 Minutes
Priority 2 Goal:
12 Minutes
FY2025 RESPONSE TIMES BY SECTOR
CD2
P1 5:02
P2: 12:11
CD4
P1 5:39
P2: 12:20
CD1
P1 7:33
P2: 13:36
CD 3
P1 6:27
P2: 17:07
Page 822 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•Two new beats have been added to sector 4 as of 7/11/2025.
•These new beats put more officers on the east side of the city, reducing drive time and
improving response times.
BEAT RECONFIGURATION
Before Reconfiguration After Reconfiguration
Page 823 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
•Evaluating redesign of patrol strategy for Westside Chula Vista
•Gaylord Resort/Bayfront development is expected to increase traffic, tourism, and service demands
•Officers currently conduct extra patrols in the area
•Collecting CFS and activity data to guide decisions
•Changes will be calculated and intentional, based on clear trends and needs
•Final deployment may include dedicated beats, specialized units, or staffing adjustments
•Goal: Ensure proactive coverage and public safety responsiveness
WESTSIDE DEPLOYMENT:
BAYFRONT IMPACT
Page 824 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
A DATA -DRIVEN, COMMUNITY-FOCUSED FUTURE
Patrol beat updates
reflect best practices in
modern policing
Population growth
(+29,400 residents since
2010) necessitates
resource realignment
Sector 4 expansion and
addition of Beats 43 & 44
address service demand
Westside deployment
strategy—prompted by
the Bayfront
development—remains
adaptive and data-driven
Continued focus on
officer safety, operational
flexibility, and equitable
service delivery
Strategic planning
ensures long-term
sustainability and
responsiveness to Chula
Vista’s evolving needs
A staffing study by an
independent company
would help validate and
identify future personnel
needs
Page 825 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
SWORN TENURE
•66% of the sworn personnel have 10 years or less in the force.
•45% of the sworn personnel have less than 6 years in the force.
Page 826 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
REGION’S
OFFICER -TO -
POPULATION
RATIO
Page 827 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
– A COMPARISON –
Population
Current CVPD
Staffing 1.06
Officers Per
1,000 Residents
280,000 296
290,000 307
300,000 318
Population
Needed Staff to
Meet 1.32
Officers Per
1,000 Residents
(Regionwide Average)
280,000 370 (-74 sworn)
290,000 383 (-87 sworn)
300,000 396
POLICE AGENCY STAFFING
Current CVPD Officer Staffing Regionwide Staffing Average
(-100 sworn)
Page 828 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
CITYWIDE TOP CRIMES
Top 4 crime times in Chula Vista
•Theft (Larceny >=$400)
•Petty Theft (Larceny <$400)
•Vehicle Theft
•Aggravated Assault
Page 829 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
TOP CRIMES – BY COUNCIL DISTRICT
•District 2 had the highest number
of crime reports:
•40% of Petty Theft (Larceny <
$400)
•37% of Theft (Larceny > $400)
•35% of vehicle thefts
•39% of Aggravated Assaults
Page 830 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Larceny cases in Millenia are concentrated at
the apartment complexes and shopping center.
2025 LARCENY IN MILLENIA
Page 831 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
Thank you for your time! Any questions?Page 832 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org
DATE: Wednesday, July 16, 2025
TO: Mayors, Council Members, City Clerks, and City Managers
RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Oct. 8-10, 2025
Long Beach Convention Center
Every year, the League of California Cities convenes a member-driven General Assembly
at the Cal Cities Annual Conference and Expo. The General Assembly is an important
opportunity where city officials can directly participate in the development of Cal Cities
policy.
Taking place on Oct. 10, the General Assembly is comprised of voting delegates
appointed by each member city; every city has one voting delegate. Your appointed
voting delegate plays an important role during the General Assembly by representing
your city and voting on resolutions.
To cast a vote during the General Assembly, your city must designate a voting
delegate and up to two alternate voting delegates, one of whom may vote if the
designated voting delegate is unable to serve in that capacity. Voting delegates may
either be an elected or appointed official.
Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate
and up to two alternates must be designated by the city council. Please note that
designating the voting delegate and alternates must be done by city council action
and cannot be accomplished by individual action of the mayor or city manager alone.
Following council action, please submit your city’s delegates through the online
submission portal by Wed., Sept. 24. When completing the Voting Delegate submission
form, you will be asked to attest that council action was taken. You will need to be
signed in to your My Cal Cities account when submitting the form.
Submitting your voting delegate form by the deadline will allow us time to establish voting
delegate/alternate records prior to the conference and provide pre-conference
communications with voting delegates.
Conference Registration Required. The voting delegate and alternates must be
registered to attend the conference. They need not register for the entire conference;
they may register for Friday only. Conference registration is open on the Cal Cities
website.
Council Action Advised by September 24, 2025
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August 5, 2025 City Council Post Agenda
For a city to cast a vote, one voter must be present at the General Assembly and in
possession of the voting delegate card and voting tool. Voting delegates and
alternates need to pick up their conference badges before signing in and picking up
the voting delegate card at the voting delegate desk. This will enable them to receive
the special sticker on their name badges that will admit the voting delegate into the
voting area during the General Assembly.
Please view Cal Cities’ event and meeting policy in advance of the conference.
Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting
delegate card may be transferred freely between the voting delegate and alternates,
but only between the voting delegate and alternates. If the voting delegate and
alternates find themselves unable to attend the General Assembly, they may not
transfer the voting card to another city official.
Seating Protocol during General Assembly. At the General Assembly, individuals with a
voting card will sit in a designated area. Admission to the voting area will be limited to the
individual in possession of the voting card and with a special sticker on their name badge
identifying them as a voting delegate.
The voting delegate desk, located in the conference registration area of the Long Beach
Convention Center in Long Beach, will be open at the following times: Wednesday, Oct.
16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the
voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will
be closed during roll calls and voting.
The voting procedures that will be used at the conference are attached to this memo.
Please share these procedures and this memo with your council and especially with the
individuals that your council designates as your city’s voting delegate and alternates.
Once again, thank you for submitting your voting delegate and alternates by
Wednesday, Sept. 24. If you have questions, please contact Zach Seals at
zseals@calcities.org.
Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org
General Assembly Voting Guidelines
1. One City One Vote. Each member city has a right to cast one vote on
matters pertaining to Cal Cities policy.
2. Designating a City Voting Representative. Prior to the Cal Cities Annual
Conference and Expo, each city council may designate a voting delegate
and up to two alternates; these individuals are identified on the voting
delegate form provided to the Cal Cities Credentials Committee.
3. Registering with the Credentials Committee. The voting delegate, or
alternates, may pick up the city's voting card at the voting delegate desk in
the conference registration area. Voting delegates and alternates must sign
in at the voting delegate desk. Here they will receive a special sticker on
their name badge and thus be admitted to the voting area at the General
Assembly.
4. Signing Initiated Resolution Petitions. Only those individuals who are voting
delegates (or alternates), and who have picked up their city’s voting card
by providing a signature to the credentials committee at the voting
delegate desk, may sign petitions to initiate a resolution.
5. Voting. To cast the city's vote, a city official must have in their possession the
city's voting card and voting tool; and be registered with the credentials
committee. The voting card may be transferred freely between the voting
delegate and alternates but may not be transferred to another city official
who is neither a voting delegate nor alternate.
6. Voting Area at General Assembly. At the General Assembly, individuals with
a voting card will sit in a designated area. Admission to the voting area will
be limited to the individual in possession of the voting card and with a
special sticker on their name badge identifying them as a voting delegate.
7. Resolving Disputes. In case of dispute, the credentials committee will
determine the validity of signatures on petitioned resolutions and the right of
a city official to vote at the General Assembly.
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Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.
How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to
ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote
local decision-making, and lobby against statewide policies that erode local control.
The resolutions process and General Assembly is one way that city officials can directly participate in the
development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal
Cities policy. Here’s how resolutions and the General Assembly work.
The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.
Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.
Recommendations are forwarded
to the Resolutions Committee.
Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.
Voting delegates
are appointed by each
member city; every city
has one voting delegate.
The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.
Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.
Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.
During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.
Cal Cities policy
development is a member-
informed process,
grounded in the voices and
experiences of city officials
throughout the state.
For more information visit www.calcities.org/general-assembly
Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.
General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly.
2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f). Page 836 of 849
City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda
MEMORANDUM
OFFICE OF COUNCILMEMBER JOSE PRECIADO
276 Fourth Ave. Chula Vista, CA 91910 | 619.585.5713 | JPreciado@chulavistaca.gov
DATE: July 25, 2025
TO: Kerry Bigelow, City Clerk
CC: Karina L. Lafarga , Deputy City Clerk II
FROM: Councilmember Jose Preciado
SUBJECT: Recommendation for Appointment; Health, Wellness, and Aging Commission
Dear Madam City Clerk,
I recommend the following individual for appointment consideration to the vacant District 2
representative seat on the Health, Wellness and Aging Commission.
John Cressier
Thank you for your time and consideration.
Respectfully,
Jose Preciado
Councilmember, District 2
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August 5, 2025 City Council Post Agenda
MEMORANDUM
OFFICE OF COUNCILMEMBER JOSE PRECIADO
276 Fourth Ave. Chula Vista, CA 91910 | 619.585.5713 | JPreciado@chulavistaca.gov
DATE: July 25, 2025
TO: Kerry Bigelow, City Clerk
CC: Karina L. Lafarga , Deputy City Clerk II
FROM: Councilmember Jose Preciado
SUBJECT: Recommendation for Appointment; Health, Wellness, and Aging Commission
Dear Madam City Clerk,
I recommend the following individual for appointment consideration to the vacant District 2
representative seat on the Health, Wellness and Aging Commission.
• John Cressler
Thank you for your time and consideration.
Respectfully,
Jose Preciado
Councilmember, District 2
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Michael Inzunza,
you are in violation of 2.01.030 Code of ethics
3.Divulge confidential information for personal gain or for the gain of
associates in a manner contrary to the public interest or in violation of any law
and if in fact you are in violation there should be consequences
Perhaps Inzunza should be sensor, suspend, remove
while it is not illegal you are asking or accepting campaign
contribution from those who have unsolved legal problem with
the City of Chula Vista it is unethical and wrong
are you been paid to influence the city or pass information
from the closed discussion to those who contribute to you
campaign?
Don’t answer remember you Lie to me before and
So I do not believe you!
CITY OF CHULA VISTA V. SLADE FICHER, EL AL., SAN DIEGO
SUPERIOR COURT,
CASE NO. 24CU006375C?
I BELIEVE IS A VIOLATION OF CODE OF ETHICS 2.01.30
IF MICHAEL INZUNZA RECIVED CAMPAIGN CONTRIBUTION
FROM ALLEN CASSELL
Item 14.1 - Written Communications
Acosta - Received 8/4/25
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Item 14.1 - Written Communications
Acosta - Received 8/4/25
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Why is Michael Inzunza Accepting Campaign
contributions From Allen Cassell
Chula Vista businessman Alan Cassell was sentenced
to two years of probation after pleading guilty to one count of conspiracy concerning programs receiving federal funds in a judgement from the United States District Court District of Nevada filed on June 22. Cassell appeared in court on June 16.
Cassell was originally indicted in 2017 and pleaded not guilty. That same year he resigned his post as board member at Third Avenue Village Association citing personal reasons.
Cassell and six other defendants were accused of directing payments to Sergio Barajas, a one-time director of the National Community Stabilization Trust, a non-profit that used federal funds to restore foreclosed properties that were lost in the 2008 housing crisis.
As alleged in the indictment Cassell, doing business as Heartland Coalition and Ignition Ventures, paid Barajas about $185,025 in exchange for receiving about 626 NCST foreclosures and made about $2.8 million from resale of those properties.
According to court records, Cassell pleaded guilty in March as part of a group plea agreement.
Home Chula Vista Cassell sent home
By Albert Fulcher
07/08/2021
Item 14.1 - Written Communications
Acosta - Received 8/4/25
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City of Chula Vista - City Council
August 5, 2025 City Council Post Agenda