HomeMy WebLinkAboutItem 02 - COUNCIL READING FILE_c_Bond Purchase Agreement
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
BOND PURCHASE AGREEMENT
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Ladies and Gentlemen:
Piper Sandler & Co., as underwriter (the “Underwriter”), acting not as a fiduciary or agent for
you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “Purchase
Agreement”) with the City of San Luis Obispo Community Facilities District No. 2019-1 (San Luis
Ranch) (the “Community Facilities District”), which upon acceptance will be binding upon the
Underwriter and the Community Facilities District. This offer is made subject to the Community
Facilities District’s acceptance by the execution of this Purchase Agreement and its delivery to the
Underwriter at or before 8:00 P.M., California time, on the date hereof, and, if not so accepted, will
be subject to withdrawal by the Underwriter upon notice delivered to the Community Facilities
District at any time prior to the acceptance hereof by the Community Facilities District. All
capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for
such terms in the Indenture dated as of __________ 1, 2021 (the “Indenture”), by and between the
Community Facilities District and U.S. Bank National Association, as trustee (the “Trustee”).
1. Purchase, Sale and Delivery of the Bonds.
A. Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the
Community Facilities District and the Community Facilities District hereby agrees to sell to the
Underwriter all (but not less than all) of the $__________ aggregate principal amount of the City of
San Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch) Special Tax Bonds,
Series 2021 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the
rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The
purchase price for the Bonds shall be $__________ (being 100% of the aggregate principal amount
thereof plus an original issue premium of $__________ and less an Underwriter’s discount of
$__________).
The Bonds shall be substantially in the form described in, shall be issued and secured under
the provisions of, and shall be payable from the Special Tax Revenues , and as provided in the
Indenture, the Preliminary Official Statement (as hereinafter defined), and the Mello-Roos
Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5
2
(commencing with Section 53311) of the Government Code of the State of California (the “Act”).
The issuance of the Bonds has been duly authorized by the Community Facilities District pursuant to
Resolution No. ____, adopted on __________, 2021 (the “Approving Resolution”).
The net proceeds of the Bonds will be used, as indicated in the Indenture, for the following
purposes: (1) provide financing for certain public facilities and costs with respect thereto related to
the development within the Community Facilities District; (2) fund a reserve fund with respect to the
Bonds; (3) capitalize a portion of the interest on the Bonds through __________ 1, 2022; and (4) pay
the costs of issuance with respect to the Bonds.
Prior to the acceptance of this Purchase Agreement by the Community Facilities District, the
Community Facilities District shall have caused to be delivered to the Underwriter (i) a Letter of
Representations duly executed by MI San Luis Ranch, LLC (the “Developer”) in substantially the
form set forth in Exhibit B-1 hereto, with only such changes thereto as shall have been accepted by
the Underwriter, and (ii) Letters of Representations duly executed by each of Presidio MI SLR 198,
LLC (“SLR 198”), Presidio WH SLR 83, LLC (“WH 83”), WH SLR 80, LLC (“WH 80”), Presidio
MI SLR 96, LLC (“SLR 96”), and Williams Communities, LLC (“Williams Communities”) (each, a
“Builder” and, collectively, the “Builders”), each in substantially the form set forth in Exhibit B-2
hereto, with only such changes thereto as shall have been accepted by the Underwriter.
B. The Community Facilities District acknowledges that the Underwriter is entering into
this Purchase Agreement in reliance on the representations and agreements made by the Community
Facilities District herein, and the Community Facilities District shall take all action necessary to
enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the
Underwriter if it becomes aware that any representation or agreement made by the Community
Facilities District herein is incorrect in any material respect.
The Community Facilities District acknowledges and agrees that: (i) the purchase and sale of
the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction between
the Community Facilities District and the Underwriter; (ii) in connection therewith and with the
discussions, undertakings and procedures leading up to the consummation of such transaction, the
Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as
defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter
has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District
with respect to the offering contemplated hereby or the discussions, undertakings and procedures
leading thereto (irrespective of whether the Underwriter has provided other services or is currently
providing other services to the Community Facilities District on other matters); and (iv) the
Community Facilities District has consulted its own legal, financial and other advisors to the extent
that the Community Facilities District has deemed appropriate.
C. Pursuant to the authorization of the Community Facilities District, the Underwriter
has distributed copies of the Preliminary Official Statement dated __________, 2021, relating to the
Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called
the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community
Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and
the preparation and distribution of the final Official Statement (together with any supplements
thereto, the “Official Statement”) consisting of the Preliminary Official Statement with such changes
as are noted thereon and as may be made thereto, with the approval of Orrick, Herrington & Sutcliffe
LLP, the Community Facilities District’s Bond Counsel (“Bond Counsel”) and Disclosure Counsel
3
(“Disclosure Counsel”) and the Underwriter. The Community Facilities District agrees to execute
the Official Statement and to provide a copy thereof to the Underwriter as set forth in Section 5.E.1.
hereof. The Community Facilities District hereby authorizes and requires the Underwriter to use and
promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official
Statement, the Official Statement and any supplement or amendment thereto. The Community
Facilities District further authorizes the Underwriter to use and distribute, in connection with the
offer and sale of the Bonds, the Indenture, this Purchase Agreement and all information contained
herein, and all other documents, certificates and statements furnished by or on behalf of the
Community Facilities District to the Underwriter in connection with the transactions contemplated by
this Purchase Agreement.
D. To assist the Underwriter in complying with Securities and Exchang e Commission
Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the
Continuing Disclosure Certificate, in the form attached to the Official Statement as Appendix G (the
“Continuing Disclosure Certificate”), to provide annual reports and notices of certain enumerated
events. A description of this undertaking is set forth in the Preliminary Official Statement and will
also be set forth in the Official Statement.
E. Except as the Underwriter and the Community Facilities District may otherwise
agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond
Counsel in San Francisco, California, or at such other location as may be mutually agreed upon by
the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the
Community Facilities District will deliver to the Underwriter through the facilities of The Depository
Trust Company (“DTC”) in New York, New York, the Bonds, in definitive form (all Bonds bear ing
CUSIP numbers), duly executed by the Community Facilities District and authenticated by the
Trustee in the manner provided for in the Indenture and the Act at 8:00 a.m. California time, on
__________, 2021 (the “Closing Date”), and the Underwriter will accept such delivery and pay the
purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in
federal or other immediately available funds (such delivery and payment being herein referred to as
the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten)
and shall be registered in the name of Cede & Co., as nominee of DTC.
2. Public Offering and Establishment of Issue Price.
A. The Underwriter agrees to make a bona fide public offering of all of the Bonds
initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and
incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves
the right to change the public offering prices (or yields) as it deems necessary in connection with the
marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth in
Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial
offering prices.
B. The Underwriter agrees to assist the Community Facilities District in establishing the
issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing
an “issue price” or similar certif icate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit F, with such modifications as
may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community
Facilities District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or
the initial offering price or prices to the public of the Bonds. All actions to be taken by the
4
Community Facilities District under this section to establish the issue price of the Bonds may be
taken on behalf of the Community Facilities District by PFM Financial Advisors (the “Municipal
Advisor”) and any notice or report to be provided to the Community Facilities District may be
provided to the Municipal Advisor.
C. Except as otherwise set forth in Exhibit A, the Community Facilities District will
treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public
as the issue price of that maturity (if different interest rates apply within a maturity, each separate
CUSIP number within that maturity will be subject to the 10% test). At or promptly after the
execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities
District the price or prices at which it has sold to the public each maturity of the Bonds. If at that
time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to
promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of
that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date
has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds
of that maturity have been sold to the public.
D. The Underwriter confirms that it has offered the Bonds to the public on or before the
date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the
corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein. Exhibit A
also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of
this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been
satisfied and for which the Community Facilities District and the Underwriter agree that the
restrictions set forth in the next sentence shall apply, which will allow the Community Facilities
District to treat the initial offering price to the public of each such maturity as of the sale date as the
issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-
price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell
unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to
the public during the period starting on the sale date and ending on the earlier of the following:
1. the close of the fifth (5th) business day after the sale date; or
2. the date on which the Underwriter has sold at least 10% of that maturity of
the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter shall promptly advise the Community Facilities District when it has sold
10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering
price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
E. The Underwriter confirms that any selling group agreement and any retail distribution
agreement relating to the initial sale of the Bonds to the public, together with the related pricing
wires, contains or will contain language obligating each dealer who is a member of the selling group
and each broker-dealer that is a party to such retail distribution agreement, as applicable, to: (1)
report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until i t
is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that
maturity or all Bonds of that maturity have been sold to the public; and (2) comply with the hold-the-
offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The
Community Facilities District acknowledges that, in making the representation set forth in this
subsection, the Underwriter will rely on: (A) in the event that a selling group has been created in
5
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, if applicable, as set
forth in a selling group agreement and the related pricing wires; and (B) in the event that a retail
distribution agreement was employed in connection with the initial sale of the Bonds to the public,
the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-
offering-price rule, if applicable, as set forth in the retail distribution agreement and the related
pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not
be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that
is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the
hold-the-offering-price rule as applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related
party to the Underwriter shall not constitute sales to the public for purposes of this section. Further,
for purposes of this section:
1. “public” means any person other than an underwriter or a related party;
2. “underwriter” means: (A) any person that agrees pursuant to a written
contract with the Community Facilities District (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 distribution agreement participating in the initial sale of the Bonds to the public);
3. a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to: (A) at least 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another); (B) more than 50% common ownership
of their capital interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another); or (C) more than 50% common ownership of the value of
the outstanding stock of the corporation or the capital interests or profit interests of the partnership,
as applicable, if one entity is a corporation and the other entity is a partnership (including direct
ownership of the applicable stock or interests by one entity of the other); and
4. “sale date” means the date of execution of this Purchase Agreement by all
parties.
3. Representations and Covenants of the Community Facilities District. The
Community Facilities District represents and covenants to the Underwriter on behalf of itself and the
City that:
A. The Community Facilities District is duly organized and validly existing as a
community facilities district under the Constitution and laws of the State of California.
B. The City Council, as the legislative body of the City and the Community Facilities
District, (i) has duly adopted the resolution authorizing the formation of the community facilities
district and the resolution of change approving the amended and restated rate and method of
apportionment of special tax (the “CFD Resolutions”), (ii) has duly adopted Ordinance No. ____ of
the City on __________, 20__, levying special taxes within the Community Facilities District (the
6
“Ordinance”), and (iii) has caused to be recorded in the real property records of San Luis Obispo
County an amended notice of special tax lien (the “Notice of Special Tax Lien”). The CFD
Resolutions, the Ordinance, the amended and restated rate and method of apportionment of special
taxes for the Community Facilities District approved by the City Council and the qualified electors in
the Community Facilities District (the “Rate and Method”) and the Notice of Special Tax Lien are
collectively referred to herein as the “Formation Documents.”
C. Each of the Formation Documents remains in full force and effect as of the date
hereof and has not been amended, except to the extent set forth therein. The Community Facilities
District has, and at the Closing Date will have, as the case may be, full legal right, power and
authority: (i) to execute, deliver and perform its obligations under the Indenture and this Purchase
Agreement, and to carry out all transactions contemplated by each of such agreements; (ii) to issue,
sell and deliver its Bonds to the Underwriter; (iii) to enter into the Continuing Disclosure Certificate;
and (iv) to carry out, give effect to and consummate the transactions contemplated by the Formation
Documents, the Indenture, the Continuing Disclosure Certificate, this Purchase Agreement, the
Bonds and the Official Statement.
This Purchase Agreement, the Indenture, the Bonds and the Continuing Disclosure
Certificate are collectively referred to herein as the “CFD Documents.”
D. The Community Facilities District has complied, and will at the Closing Date be in
compliance in all material respects, with the Formation Documents and the CFD Documents, and any
immaterial noncompliance by the Community Facilities District, if any, will not impair the ability of
the Community Facilities District to carry out, give effect to or consummate the transactions
contemplated by the foregoing. From and after the date of issuance of the Bonds, the Community
Facilities District will continue to comply with the covenants of the Community Facilities District
contained in the CFD Documents.
E. Except as described in the Preliminary Official Statement, the Community Facilities
District is not, in any respect material to the transactions referred to herein or contemplated hereby,
in breach of or in default under, any law or administrative rule or regulation of the State of
California, the United States of America, or of any department, division, agency or instrumentality of
either thereof, or under any applicable court or administrative decree or order, or under any loan
agreement, note, resolution, indenture, contract, agreement or other instrument to which the
Community Facilities District is a party or is otherwise subject or bound, and the execution and
delivery and the performance of its obligations under the CFD Documents and compliance with the
provisions of each thereof, or the performance of the conditions precedent to be performed by the
Community Facilities District pursuant to the CFD Documents, will not conflict with or constitute a
breach of or default under any applicable law or administrative rule or regulation of the State, the
United States of America, or of any department, division, agency or instrumentality of either thereof,
or under any applicable court or administrative decree or order, or under any loan agreement, note,
resolution, indenture, contract, agreement or other instrument to which the Community Facilities
District is a party or is otherwise subject or bound, in any manner that would materially and
adversely affect the performance by the Community Facilities District of its obligations under the
CFD Documents or the performance of the conditions precedent to be performed by the Community
Facilities District pursuant to the CFD Documents.
F. Except as may be required under the “blue sky” or other securities laws of any
jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations
7
with, any governmental authority, board, agency or commission having jurisdiction which would
constitute a condition precedent to, or the absence of which would materially adversely affect, the
performance by the Community Facilities District of its obligations under the CFD Documents, have
been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing
Date.
G. The CFD Documents conform as to form and tenor to the descriptions thereof
contained in the Official Statement.
H. The Bonds are payable from the Special Tax Revenues generated by the levy of
special taxes in the Community Facilities District (the “Special Taxes”), as set forth in the Indenture.
The levy of the Special Taxes has been duly and validly authorized pursuant to the Act and, subject
to the maximum rate of Special Taxes in the Rate and Method and the application of the Special Tax
Revenues as set forth in the Indenture, the levy of the Special Taxes within the Community Facilities
District will be fixed and levied in an amount which, together with other available funds, is required
for the payment of the principal of, and interest on the Bonds when due and payable, all as provided
in the Indenture. The Community Facilities District has covenanted in the Indenture to cause the
Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad
valorem property taxes.
I. The Indenture creates a valid pledge of, first lien upon and security interest in, the
Special Tax Revenues, and in the moneys in the Special Tax Fund established pursuant to the
Indenture, subject in all cases to the provisions of the Indenture permitting the application thereof for
the purposes and on the terms and conditions set forth in the Indenture.
J. Except as disclosed in the Preliminary Official Statement, there are, to the best of the
Community Facilities District’s knowledge, no entities with outstanding assessment liens against any
of the properties within the Community Facilities District or which are senior to or on a parity with
the Special Taxes referred to in paragraph (H) hereof.
K. The Special Tax constituting the security for the Bonds has been duly and lawfully
authorized and may be levied under the Act and the Constitution and the applicable laws of the State,
and such Special Tax constitutes a valid lien on the properties on which it has been levied.
L. The Community Facilities District has no present intention of conducting further
proceedings leading to the levying of additional special taxes or assessments against any of the
properties within the Community Facilities District.
M. The information contained in the Preliminary Official Statement and in the Official
Statement (other than statements therein pertaining to DTC and its book-entry system and under the
caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT” as to which no view is
expressed) does not and shall not contain any untrue or misleading statement of a material fact or
omit to state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and, upon delivery and up to and including 25 days
after the End of the Underwriting Period (as defined in paragraph (J) below), the Official Statement
will be amended and supplemented so as to contain no misstatement of any material fact or omission
of any statement necessary to make the statements contained therein, in the light of the circumstances
in which such statements were made, not misleading.
8
N. Up to and including 25 days after the End of the Underwriting Period, the
Community Facilities District will advise the Underwriter promptly of any proposal to amend or
supplement the Official Statement and will not effect or consent to any such amendment or
supplement without the consent of the Underwriter, which consent will not be unreasonably
withheld. The Community Facilities District will advise the Underwriter promptly of the institution
of any proceedings known to it by any governmental agency prohibiting or otherwise mat erially
affecting the use of the Official Statement in connection with the offering, sale or distribution of the
Bonds. As used herein, the term “End of the Underwriting Period” means the later of such time as:
(i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a
member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless
the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to
be the Closing Date. Any notice delivered pursuant to this provision shall be a written notice
delivered to the Community Facilities District at or prior to the Closing Date, and shall specify a date
(other than the Closing Date) to be deemed the “End of the Underwriting Period.”
O. At the time of acceptance hereof there is and as of the Closing there will be no action
pending (notice of which has been served on the Community Facilities District) or to the best
knowledge of the Community Facilities District threatened, in which any such action: (i) in any way
questions the existence of the Community Facilities District or the titles of the officers of the
Community Facilities District to their respective offices; (ii) affects, contests or seeks to prohibit,
restrain or enjoin the issuance or delivery of the Bonds or the payment or collection of Special Tax
Revenues or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds,
or in any way contests or affects the validity of the CFD Documents or the consummation of the
transactions on the part of the Community Facilities District contemplated thereby; (iii) contests the
exemption of interest on the Bonds from federal or State income taxation or contests the powers of
the City or the Community Facilities District which may result in any material adverse change
relating to the financial condition of the Community Facilities District; or (iv) contests the
completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official
Statement contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and as of the time of acceptance hereof
there is and, as of the Closing Date, there will be no basis for any action, suit, proceeding, inquiry or
investigation of the nature described in clauses (i) through (iv) of this sentence.
P. Any certificate signed on behalf of the Community Facilities District by any officer
or employee of the City authorized to do so shall be deemed a representation by the Community
Facilities District to the Underwriter as to the statements made therein.
Q. At or prior to the Closing, the Community Facilities District will have duly
authorized, executed and delivered the Continuing Disclosure Certificate in substantially the form
attached as Appendix G to the Official Statement. Except as disclosed in the Preliminary Official
Statement, the Community Facilities District has not failed to comply in all respects with any
previous undertakings with regard to the Rule to provide annual reports or notices of material events
in the last five years.
R. The Community Facilities District will apply the proceeds of its Bonds in accordance
with the Indenture.
9
S. Between the date of the Purchase Agreement and the date of Closing, the Community
Facilities District will not offer or issue any bonds, notes or other obligations for borrowed money
payable or secured by Special Taxes, except as previously disclosed to the Underwriter.
T. The issuance of the Bonds complies with the local goals and policies of the City of
San Luis Obispo for the issuance of land secured debt.
The execution and delivery of this Purchase Agreement by the Community Facilities District
shall constitute a representation to the Underwriter that the representations contained in this Section 3
are true as of the date hereof.
4. [Reserved].
5. Conditions to the Obligations of the Underwriter. The obligation of the
Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the
option of the Underwriter, to the accuracy in all material respects of the representations on the part of
the Community Facilities District contained herein, to the accuracy in all material respects of the
statements of the officers and other officials of the Community Facilities District made in any
certificates or other documents furnished pursuant to the provisions hereof, to the performance by the
Community Facilities District of its obligations to be performed hereunder at or prior to the Closing
Date and, to the following additional conditions:
A. At the Closing Date, the CFD Resolutions, the Formation Documents, and the CFD
Documents shall be in full force and effect, and shall not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have
been taken in connection therewith, with the issuance of the Bonds, and with the transactions
contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond
Counsel, shall be necessary and appropriate.
B. At the Closing Date, except as was described in the Official Statement, the
Community Facilities District shall not be, in any respect material to the transactions referred to
herein or contemplated hereby, in breach of or in default under, any law or administrative rule or
regulation of the State of California, the United States of America, or of any department, division,
agency or instrumentality of either thereof, or under any applicable court or administrative decree or
order, or under any loan agreement, note, resolution, indenture, contract, agreement or other
instrument to which the Community Facilities District is a party or is otherwise subject or bound, and
the execution and delivery and the performance by the Community Facilities District of its
obligations under the CFD Documents, the CFD Resolutions and any other instruments contemplated
by any of such documents, and compliance with the provisions of each thereof, will not conflict with
or constitute a breach of or default under any applicable law or administrative rule or regulation of
the State of California, the United States of America, or of any department, division, agency or
instrumentality of either thereof, or under any applicable court or administrative decree or order, or
under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to
which the Community Facilities District is a party or is otherwise subject or bound, in any manner
that would materially and adversely affect the performance by the Community Facilities District of
its obligations under the CFD Documents or the CFD Resolutions.
C. The information contained in the Official Statement is, as of the Closing Date and as
of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material
10
respects and does not, as of the Closing Date or as of the date of any supplement or amendment
thereto, contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
D. Between the date hereof and the Closing Date, the market price or marketability, at
the initial offering prices set forth on the inside cover page of the Official Statement, of the Bonds
shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a
written notice to the Community Facilities District terminating the obligation of the Underwriter to
accept delivery of and pay for the Bonds), by reason of any of the following:
1. Legislation introduced in or enacted (or resolution passed) by the Congress of
the United States of America or recommended to the Congress by the President of the United States,
the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or
favorably reported for passage to either House of Congress by any committee of such House to
which such legislation had been referred for consideration, or a decision rendered by a court
established under Article III of the Constitution of the United States of America or by the Tax Court
of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press
release or other form of notice issued or made by or on behalf of the Treasury Department of the
United States of America or the Internal Revenue Service, with the purpose or effect, directly or
indirectly, of imposing federal income taxation upon such interest as would be received by any
owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date
hereof;
2. Legislation introduced in or enacted (or resolution passed) by the Congress or
an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling,
regulation (final, temporary or proposed), press release or other form of notice issued or made by or
on behalf of the Securities and Exchange Commission, or any other governmental agency having
jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds,
including any or all underlying arrangements, are not exempt from registration under or other
requirements of the Securities Act of 1933, as amended, or that the Indenture are not exempt from
qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the
issuance, offering or sale of obligations of the general character of the Bonds, including any or all
underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or
would be in violation of the federal securities laws as amended and then in effect;
3. A general suspension of trading in securities on the New York Stock
Exchange, or a general banking moratorium declared by Federal, State of New York or State of
California officials authorized to do so;
4. The introduction, proposal or enactment of any amendment to the Federal or
California Constitutions or any action by any Federal or California court, legislative body, regulatory
body or other authority materially adversely affecting the tax status of the Community Facilities
District, its property, income, securities (or interest thereon), or the validity or enforceability of
Special Taxes as contemplated by the Official Statement;
5. Any event occurring, or information becoming known which, in the judgment
of the Underwriter, makes untrue in any material respect any statement or information contained in
the Preliminary Official Statement or in the Official Statement, or has the effect that the Preliminary
11
Official Statement or the Official Statement contains any untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
6. Any national securities exchange, the Comptroller of the Currency, or any
other governmental authority, shall impose as to the Bonds or obligations of the general character of
the Bonds, any material restrictions not now in force, or increase materially those now in force, with
respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
7. There shall have occurred any material outbreak or escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of the United States is such as to
make it impracticable, in the judgment of the Underwriter, following consultation with the
Community Facilities District, to sell the Bonds;
8. The filing or threat of an Action described Section 3.L hereof; or
9. Any proceeding shall have been commenced or be threatened in writing by
the Securities and Exchange Commission against the Community Facilities District.
E. At or prior to the Closing Date, the Underwriter shall have received a counterpart
original or certified copy of the following documents, in each case satisfactory in form and substance
to the Underwriter:
1. The Official Statement, executed on behalf of the Community Facilities
District by the City Finance Director or other authorized officer;
2. The CFD Documents, duly executed and delivered by all parties thereto;
3. The CFD Resolutions, together with a certificate dated as of the Closing Date
of the City Clerk to the effect that the CFD Resolutions are true, correct and complete copies of the
CFD Resolutions duly adopted by the City Council;
4. The Formation Documents, together with a certificate dated as of the Closing
Date of the City Clerk to the effect that the Formation Documents are true, correct and complete
copies of the Formation Documents duly adopted by the City Council;
5. An unqualified approving opinion for the Bonds, dated the Closing Date and
addressed to the Community Facilities District, of Bond Counsel, in substantially the form included
as Appendix D to the Official Statement;
6. A supplemental opinion or opinions, dated the Closing Date and addressed to
the Underwriter, of Bond Counsel, in substantially the form attached hereto as Exhibit D;
7. A letter from counsel to the Developer, dated the Closing Date and addressed
to the Underwriter and the Community Facilities District, substantially in the form attached hereto as
Exhibit E-1;
8. [A letter from counsel to each Builder, dated the Closing Date and addressed
to the Underwriter and the Community Facilities District, substantially in the form attached hereto as
Exhibit E-2];
12
9. An opinion of counsel to the Developer, dated the Closing Date and
addressed to the Underwriter as to the due authorization, execution, delivery and validity of the
Developer Continuing Disclosure Certificate (as defined below), in form and substance acceptable to
the Underwriter;
10. An opinion of counsel to [each of] [SLR 198][WH 83][WH 80][SLR 96],
dated the Closing Date and addressed to the Underwriter as to the due authorization, execution,
delivery and validity of the Builder Continuing Disclosure Certificate (as defined below), in form and
substance acceptable to the Underwriter ;
11. A certificate dated the Closing Date and signed by an authorized
representative of the Community Facilities District or an authorized designee, on behalf of the
Community Facilities District to the effect that: (i) the representations made by the Community
Facilities District contained in this Purchase Agreement are true and correct in all material respects
on and as of the Closing Date with the same effect as if made on the Closing Date, provided that any
references as to the Preliminary Official Statement shall be deemed to be to the Official Statement;
(ii) to the best knowledge of such officer, no event has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purpose for which it is to be
used or which it is necessary to disclose therein in order to make the statements and information
therein not misleading in any material respect; and (iii) the Community Facilities District has
complied with all the agreements and satisfied all the conditions on its part to be satisfied under the
CFD Documents prior to the Closing Date;
12. An opinion of the City Attorney of the City, dated the date of Closing and
addressed to the Underwriter and the City, to the effect that:
(i) The Community Facilities District is duly organized
and validly existing as a community facilities district under the Constitution and laws of the State of
California;
(ii) The CFD Resolutions and the Formation Documents
have been duly adopted at a meeting of the City Council, which was called and held pursuant to law
and with all public notice required by law and at which a quorum was present and acting throughout,
and the CFD Resolutions and the Formation Documents are in full force and effect and have not been
modified, amended, rescinded or repealed since the date of their adoption;
(iii) The CFD Documents and the Official Statement have
been duly authorized, executed and delivered by the Community Facilities District and the CFD
Documents constitute the legal, valid and binding obligations of the Community Facilities District
enforceable against the Community Facilities District in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights,
to the application of equitable principles where equitable remedies are sought and to the exercise of
judicial discretion in appropriate cases;
(iv) To the best knowledge of such counsel, the execution
and delivery of the CFD Documents and the Official Statement and compliance with the provisions
thereof under the circumstances contemplated thereby: (a) do not in any material respect conflict
with or constitute on the part of the Community Facilities District a breach of or default under any
agreement or other instrument to which the Community Facilities District is a party or by which it is
13
bound; and (b) do not and will not in any material respect or constitute on the part of the Community
Facilities District a violation, breach of or default under any court order or consent decree to which
the Community Facilities District is subject;
(v) Except as may be stated in the Official Statement,
there is no action, suit, proceeding or investigation before or by any court, public board or body
pending (notice of which has been served on the Community Facilities District) or, to such counsel’s
knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the
creation, organization, existence or powers of the City or the Community Facilities District, or the
titles of its members and officers to their respective offices; or (b) affect the validity of the CFD
Documents, the CFD Resolutions or the Formation Documents, or restrain or enjoin the repayment of
the Bonds or in any way contest or affect the validity of the CFD Documents, the CFD Resolutions
or the Formation Documents, or contest the authority of the City or the Community Facilities District
to enter into or perform its obligations under any of the CFD Documents, the CFD Resolutions or the
Formation Documents, or under which a determination adverse to the Community Facilities District
would have a material adverse effect upon the financial condition or the revenues of the City or the
Community Facilities District, questions the right of the Community Facilities District to use Special
Tax Revenues for the repayment of the Bonds or affects in any manner the right or ability of the City
to collect or pledge the Special Taxes levied within the Community Facilities District for the
repayment of the Bonds;
13. A transcript of all proceedings relating to the authorization, issuance, sale and
delivery of the Bonds, including certified copies of the Indenture and all resolutions of the
Community Facilities District relating thereto;
14. A certificate dated the Closing Date from Economic & Planning Systems, Inc.
addressed to the Community Facilities District and the Underwriter to the effect that: (i) the Special
Taxes (after payment of estimated Administrative Expenses) if collected in the maximum amounts
permitted pursuant to the Rate and Method as of the Closing Date would generate at least 110% of
the annual debt service on the Bonds in each year, based on such assumptions and qualifications as
shall be acceptable to the Underwriter; and (ii) the statements in the Official Statement provided by
Economic & Planning Systems, Inc. concerning the Special Taxes and the Rate and Method and all
information supplied by it for use in the Official Statement as of the date of the Official Statement
and as of the Closing Date did not and do not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;
15. Certified copies of the general resolution of the Trustee authorizing the
execution and delivery of certain documents by certain officers of the Trustee, which resolution
authorizes the execution of the Indenture and the authentication of the Bonds;
16. A certificate of the Trustee, addressed to the Underwriter and the Community
Facilities District dated the Closing Date, to the effect that: (i) the Trustee is authorized to carry out
corporate trust powers, and have full power and authority to perform its duties under the Indenture;
(ii) the Trustee is duly authorized to execute and deliver the Indenture, to accept the obligations
created by the Indenture and to authenticate the Bonds pursuant to the terms of the Indenture; (iii) no
consent, approval, authorization or other action by any governmental or regulatory authority having
jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of
the Bonds or the consummation by the Trustee of the other transactions contemplated to be
14
performed by the Trustee in connection with the authentication of the Bonds and the acceptance and
performance of the obligations created by the Indenture; and (iv) to the best of its knowledge,
compliance with the terms of the Indenture will not conflict with, or result in a violation or breach of,
or constitute a default under, any loan agreement, trust agreement, bond, note, resolution or any other
agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any
rule, regulation, order or decree of any court or governmental agency or body having jurisdiction
over the Trustee or any of its activities or properties;
17. An opinion of counsel to the Trustee, dated the Closing Date, addressed to the
Underwriter and the Community Facilities District to the effect that the Trustee is a national banking
association duly organized and validly existing under the laws of the United States having full power
and being qualified to enter into, accept and agree to the provisions of the Indenture, and that the
Indenture has been duly authorized, executed and delivered by the Trustee and, assuming due
execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation
of the Trustee enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general
and except as such enforceability may be limited by the application of equitable principles if
equitable remedies are sought;
18. A certificate of the Community Facilities District dated the Closing Date, in a
form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage bonds within
the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;
19. An opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
counsel to the Underwriter (“Underwriter’s Counsel”), dated the date of Closing and addressed to the
Underwriter in form and substance acceptable to the Underwriter;
20. A certificate of the Developer dated the Closing Date, substantially in the
form attached as Exhibit C-1 hereto;
21. Certificates of each of the Builders dated the Closing Date, substantially in
the form attached as Exhibit C-2 hereto;
22. A Certificate of the Appraiser, substantially in the form attached hereto as
Exhibit G;
23. A Certificate of the Market Absorption Consultant, substantially in the form
attached hereto as Exhibit H;
24. A continuing disclosure certificate executed and delivered by the Developer,
dated as of the Closing Date in the form attached as Appendix __ to the Official Statement (the
“Developer Continuing Disclosure Certificate”); and
25. A continuing disclosure certificate executed and delivered by [SLR 198][WH
83][WH 80][SLR 96], dated as of the Closing Date in the form attached as Appendix __ to the
Official Statement (the “Builder Continuing Disclosure Certificate”); and
26. Such additional legal opinions, certificates, instruments and other documents
as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof
15
and as of the Closing Date, of the material representations of the Community Facilities District
contained herein, and of the statements and information contained in the Official Statement and the
due performance or satisfaction by the Community Facilities District at or prior to the Closing of all
agreements then to be performed and all conditions then to be satisfied by the Community Facilities
District in connection with the transactions contemplated hereby and by the Indenture and the
Official Statement.
If the Community Facilities District shall be unable to satisfy the conditions to the obligations
of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase
Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the
Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase
Agreement shall terminate and neither the Community Facilities District nor the Underwriter shall be
under any further obligation hereunder, except that the respective obligations of the Underwriter and
the Community Facilities District set forth in Section 7 hereof shall continue in full force and effect.
6. Conditions to the Obligations of the Community Facilities District. The
obligations of the Community Facilities District shall be subject to the satisfaction of the conditions
contained in Section 5 of this Purchase Agreement.
7. Expenses. Whether or not the transactions contemplated by this Purchase Agreement
are consummated, the Underwriter shall be under no obligation to pay, and the Community Facilities
District shall pay only from the proceeds of the Bonds or any other legally available funds of the City
or the Community Facilities District, but only as the Community Facilities District and such other
party providing such services may agree, all expenses and costs of the Community Facilities District
incident to the performance of its obligations in connection with the authorization, execution, sale
and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, initial fees
of the Trustee, including fees and disbursements of their counsel, if any, fees and disbursements of
Bond Counsel, Disclosure Counsel and other professional advisors employed by the Community
Facilities District, costs of preparation, printing, signing, transportation, delivery and safekeeping of
the Bonds and for expenses (included in the expense component of the spread) incurred by the
Underwriter on behalf of the City’s employees which are incidental to implementing this Purchase
Agreement, including, but not limited to, meals, transportation and lodging of those employees. The
Underwriter shall pay all out-of-pocket expenses of the Underwriter, including, without limitation,
advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services
Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses
incurred by the Underwriter in connection with the public offering and distribution of the Bonds,
including fees of its counsel.
8. Notices. Any notice of other communication to be given to the Community Facilities
District under this Purchase Agreement may be given by delivering the same in writing to the
Community Facilities District, c/o City of San Luis Obispo, 990 Palm Street, San Luis Obispo,
California 93401, Attention: Finance Director; any notice or other communication to be given to the
Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper
Sandler & Co, 50 California, Suite 3100, San Francisco, California 94111, Attention: Ralph Holmes.
9. Parties In Interest. This Purchase Agreement is made solely for the benefit of the
Community Facilities District and the Underwriter (including any successors or assignees of the
Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.
16
10. Survival of Representations. The representations of the Community Facilities
District under this Purchase Agreement shall not be deemed to have been discharged, satisfied or
otherwise rendered void by reason of the Closing and regardless of any investigations made by or on
behalf of the Underwriter (or statements as to the results of such investigations) concerning such
representations and statements of the Community Facilities District and regardless of delivery of and
payment for the Bonds.
11. Execution in Counterparts. This Purchase Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same instrument.
12. Effective. This Purchase Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the Community Facilities
District and shall be valid and enforceable as of the time of such acceptance.
13. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior
negotiations, agreements and understanding among the parties hereto in relation to the sale of the
Bonds by the Community Facilities District.
14. Governing Law. This Purchase Agreement shall be governed by the laws of the
State of California.
S-1
15. Effective Date. This Purchase Agreement shall become effective and binding upon
the respective parties hereto upon the execution of the acceptance hereof by the Community
Facilities District and shall be valid and enforceable as of the time of such acceptance.
Very truly yours,
PIPER SANDLER & CO.
By:
Its: Authorized Officer
Time of Execution: ____________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO.
2019-1 (SAN LUIS RANCH)
By:
Authorized Officer
A-1
EXHIBIT A
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
Schedule of Bond Maturities, Principal Amounts, Interest Rates, Yields
and Initial Offering Prices
Maturity
Date
(September 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10% Test
Used
Hold the Price
Offering Rule
Used
$ % %
[T Term Bonds.]
[C Priced to the optional redemption date of September 1, 20__ at 103%.]
[CC Priced to the optional redemption date of September 1, 20__ at par.]
Optional Redemption. The Bonds maturing on or after September 1, 20__, shall be subject
to optional redemption, in whole, or in part in Authorized Denominations, on any Interest Payment
Date on or after September 1, 20__, from any source of available funds, at the following respective
Redemption Prices (expressed as percentages of the principal amount of the Bonds to be redeemed),
plus accrued interest thereon to the date of redemption:
Redemption Dates
Redemption
Price
September 1, 20__ and August 31, 20__ %
September 1, 20__ and August 31, 20__
September 1, 20__ and August 31, 20__
September 1, 20__ and any Interest Payment Date thereafter
Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, 20__ shall be
subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing
September 1, 20__, at a Redemption Price equal to the principal amount of the Bonds maturing
A-2
September 1, 20__ to be redeemed, without premium, plus accrued interest thereon to the date of
redemption, in the aggregate respective principal amounts in the respective years as follows:
Sinking Fund
Redemption Date
(September 1)
Principal Amount to be
Redeemed
$
(maturity)
Redemption from Special Tax Prepayments. The Bonds are subject to mandatory
redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from
and to the extent of prepaid Special Taxes required to be applied thereto and any related proportional
amounts in the Reserve Fund required to be applied thereto pursuant to the Indenture at the following
respective Redemption Prices (expressed as percentages of the principal amount of the Bonds to be
redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
Any Interest Payment Date from March 1, 20__ through March 1, 20__ %
September 1, 20__ and March 1, 20__
September 1, 20__ and March 1, 20__
September 1, 20__ and any Interest Payment Date thereafter
B-1-1
EXHIBIT B-1
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
LETTER OF REPRESENTATIONS OF
MI SAN LUIS RANCH, LLC
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
Ladies and Gentlemen:
Reference is made to the City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) Special Tax Bonds, Series 2021 (the “Bonds”) and to the Bond Purchase
Agreement to be entered into in connection therewith (the “Purchase Agreement”). This Letter of
Representations of MI San Luis Ranch, LLC (the “Letter of Representations”) is delivered pursuant
to the Purchase Agreement. Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Purchase Agreement.
The undersigned certifies that he or she is familiar with the facts herein certified and is
authorized and qualified to certify the same as an authorized officer or representative of MI San Luis
Ranch, LLC (the “Developer”), and the undersigned, on behalf of the Developer, further certifies as
follows:
1. The Developer is a limited liability company validly existing and in good standing as
a limited liability company under the laws of the State of Delaware and is duly registered to transact
intrastate business in the State of California as a foreign limited liability company and is in good
standing in the State of California and has all requisite limited liability company right, power and
authority: (i) to execute and deliver this Letter of Representations; and (ii) to undertake all of the
transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, certain property within City of San
Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch) is held in the name of the
Developer (herein the “Property”). The undersigned, on behalf of the Developer, makes the
representations herein with respect to all such Property.
B-1-2
3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned (defined below), (a) the Developer and its Affiliates are not in breach of or in
default under any applicable judgment or decree or any loan agreement, option agreement,
development agreement, indenture, fiscal agent agreement, bond or note (co llectively, the “Material
Agreements”) to which the Developer or its Affiliates are a party or otherwise subject, which breach
or default could reasonably be expected to materially and adversely affect the Developer’s ability to
complete the development of the Property as described in the Preliminary Official Statement or to
pay the Special Taxes on the Property (to the extent the responsibility of the Developer) prior to
delinquency, and (b) no event has occurred and is continuing that with the passage of time or giving
of notice, or both, would constitute such a breach or default.
4. To the Actual Knowledge of the Undersigned, neither the Developer, nor any of its
Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely
to materially and adversely affect the Developer’s ability to complete the development of the
Property as described in the Preliminary Official Statement or to pay the Special Taxes on the
Property (to the extent the responsibility of the Developer) prior to delinquency.
5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding,
inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or
body is pending against the Developer (with proper service of process to the Developer having been
accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current
Affiliate (with proper service of process to such Affiliate having been accomplished) or to the Actual
Knowledge of the Undersigned is threatened in writing against the Developer or any such Affiliate
which if successful, is reasonably likely to materially and adversely affect the Developer’s ability to
complete the development of the Property as described in the Preliminary Official Statement or to
pay the Special Taxes on the Property (to the extent the responsibility of the Developer) prior to
delinquency.
6. As of the date thereof, the Preliminary Official Statement, solely with respect to
information contained therein with respect to the Developer, its Affiliates, ownership of the Property,
the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any,
and contractual arrangements of the Developer or any Affiliates (including, if material to the
Developer’s development plan or the Developer’s financing plan, other loans of such Affiliates) as
set forth under the captions “PROPERTY OWNERSHIP AND THE DEVELOPMENT” (but
specifically excluding any information under the caption “PROPERTY OWNERSHIP AND THE
DEVELOPMENT—Plan of Finance—Homebuilders Plan of Finance”) and “CONTINUING
DISCLOSURE—Master Developer and Homebuilders” (but excluding any information cited as
coming from a source other than the Developer) is true and correct in all material respects and did
not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading.
7. The Developer covenants that, while the Bonds or any refunding obligations related
thereto are outstanding, the Developer and its Affiliates which it controls will not bring any action,
suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency,
public board or body, that in any way seeks to challenge or overturn the formation of the Community
Facilities District, to challenge the adoption of ordinance(s) of the City levying Special Taxes within
the Community Facilities District, to invalidate the Community Facilities District Area or any of the
Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under
Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of
B-1-3
special tax lien relating thereto. The foregoing covenant shall not prevent the Developer in any way
from bringing any action, suit, proceeding, inquiry or investigation at law or in equity, before any
court, regulatory agency, public board or body including, without limitation, (a) an action or suit
contending that the Special Taxes have not been levied in accordance with the methodologies
contained in the Community Facilities District’s Amended and Restated Rate and Method of
Apportionment of Special Tax Revenues pursuant to which the Special Taxes are levied, (b) an
action or suit with respect to the application or use of the Special Taxes levied and collected, (c) the
enforcement of the obligations of the City or the Community Facilities District under the Indenture or
any agreements between the Developer and the City or the Community Facilities District or under
which the Developer is a beneficiary.
8. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned, the Developer is not aware that any other public debt secured by a tax or
assessment on the Property exists or is in the process of being authorized or any assessment districts
or community facilities districts have been or are in the process of being formed that include any
portion of the Property.
9. To the Actual Knowledge of the Undersigned, neither the Developer nor any Affiliate
has been delinquent to any material extent in the payment of any ad valorem property tax, special
assessment or special tax on property owned by the Developer or any Affiliate within the boundaries
of a community facilities district or an assessment district within California that (a) would have
caused a draw on a reserve fund relating to such assessment district or community facilities district
financing or (b) resulted in a foreclosure action being commenced in a court of law against the
Developer or any such Affiliate.
10. The Developer intends to comply with the provision of the Mello-Roos Act of 1982,
as amended, relating to the Notice of Special Tax described in Government Code Section 53341.5 in
connection with the sale of the Property, or portions thereof.
11. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as
they become due and no legal proceedings are pending against the Developer (with proper service of
process to the Developer having been accomplished) or, to the Actual Knowledge of the
Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or
discharged from any and all of its debts or obligations, or granted an extension of time to pay its
debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or
supervision of the Federal Deposit Insurance Corporation.
12. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able to
pay their bills as they become due and no legal proceedings are pending against any Affiliates of the
Developer (with proper service of process to such Affiliate having been accomplished) or to the
Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer
may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted
an extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their
debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance
Corporation.
13. If between the date hereof and the Closing Date any event relating to or affecting the
Developer, its Affiliates, ownership of th e Property, the Developer’s development plan, the
Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the
B-1-4
Developer or any Affiliates (including, if material to the Developer’s development plan or the
Developer’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has
actual knowledge and which the undersigned believes would cause the information under the sections
of the Preliminary Official Statement indicated in Paragraph 6 hereof, to contain an untrue statement
of a material fact or to omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the undersigned shall notify
the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter such
event requires the preparation and publication of a supplement or amendment to the Preliminary
Official Statement, the Developer shall reasonably cooperate with the City in the p reparation of an
amendment or supplement to the Preliminary Official Statement in form and substance reasonably
satisfactory to counsel to the City and to the Underwriter.
14. The Developer agrees to deliver a Closing Certificate dated the date of issuance of the
Bonds at the time of issuance of the Bonds in substantially the form attached to the Purchase
Agreement as Exhibit C-1.
15. [The Developer agrees to execute at Closing the Continuing Disclosure Certificate
substantially in the form attached as Appendix __ to the Preliminary Official Statement (the
“Continuing Disclosure Certificate”), with such additional changes as may be agreed to by the
Developer and the Underwriter. Except as disclosed in the Preliminary Official Statement, to the
Actual Knowledge of the Undersigned, the Developer is not aware of any material failures by it or
any entity under managerial control of the Developer to comply in all material respects with previous
continuing disclosure undertakings in a written certificate or agreement executed by it or an entity
under the managerial control of the Developer to provide periodic continuing disclosure reports or
notices of material events respecting securities offerings in California within the past five years.
16. To the Actual Knowledge of the Undersigned, execution and delivery of the
Continuing Disclosure Certificate, and the performance by the Developer of its obligations under the
Continuing Disclosure Certificate, will not conflict with or constitute a breach of or default under any
loans, lines of credit, agreements, or other contractual or financial obligations of the Developer, or
any applicable law, regulation, judgment or decree.]
17. As used in this Letter of Representations, the term “Actual Knowledge of the
Undersigned” means the knowledge that the undersigned currently has or has obtained through
(i) interviews with such current officers and responsible employees of the Developer as the
undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to
have knowledge of the matters set forth in this Letter of Representations including the chief financial
officer of the Developer or, if the Developer does not have a chief financial officer, the person who
performs the functions usually associated with such officer (unless the undersigned is the chief
financial officer or such person), and (ii) reviews of documents reasonably available to the
undersigned and which the undersigned reasonably deemed necessary for the undersigned to execute
this Letter of Representations. The undersigned has not conducted any extraordinary inspection or
inquiry other than such inspections or inquiries as are prudent and customary in connection with the
ordinary course of the Developer’s current business and operations. The undersigned has not
contacted any individuals who are no longer employed by, or associated with, the Developer.
18. As used in this Letter of Representations, the term “Affiliate” of the Developer means
any person directly (or indirectly through one or more intermediaries) that exercises managerial
control over the Developer or that is under managerial control of the Developer, and about whom
B-1-5
information could be material to potential investors in their investment decision regarding the Bonds,
but excludes the Builders.
17. On behalf of the Developer, I have reviewed the contents of this Letter of
Representations and have met with counsel to the Developer for the purpose of discussing the
meaning of its contents.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; EXECUTION PAGE FOLLOWS]
B-1-6
The undersigned has executed this Letter of Representations solely in his or her capacity as
an authorized officer or representative of Developer and he or she will have no personal liability
arising from or relating to this Letter of Representations. Any liability arising from or relating to this
Letter of Representations may only be asserted against the Developer.
MI San Luis Ranch, LLC
a Delaware limited liability company
By:
Authorized Representative
B-2-1
EXHIBIT B-2
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
LETTER OF REPRESENTATIONS OF
[NAME OF BUILDER]
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
Ladies and Gentlemen:
Reference is made to the City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) Special Tax Bonds, Series 2021 (the “Bonds”) and to the Bond Purchase
Agreement to be entered into in connection therewith (the “Purchase Agreement”). This Letter of
Representations of [NAME OF BUILDER] (the “Letter of Representations”) is delivered pursuant to
the Purchase Agreement. Capitalized terms used and not otherwise defined herein have the meanings
ascribed to them in the Purchase Agreement.
The undersigned certifies that he or she is familiar with the facts herein certified and is
authorized and qualified to certify the same as an authorized officer or representative of [Name of
Builder], a _____________ (the “Builder”), and the undersigned, on behalf of the Builder, further
certifies as follows:
1. The Builder is a [limited liability company /limited partnership] validly existing and
in good standing as a [limited liability company/limited partnership] under the laws of the State of
[California] and is duly registered to transact intrastate business in the State of California as a
[foreign] limited liability company and is in good standing in the State of California and has all
requisite right, power and authority: (i) to execute and deliver this Letter of Representations; and
(ii) to undertake all of the transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, the Builder owns certain property
within the City of San Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch)
(herein the “Property”). The undersigned, on behalf of the Builder, makes the representations herein
with respect to all such Property.
B-2-2
3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned (defined below), (a) the Builder and its Affiliates are not in breach of or in default
under any applicable judgment or decree or any loan agreement, option agreement, development
agreement, indenture, fiscal agent agreement, bond or note (collectively, the “Material Agreements”)
to which the Builder and its Affiliates are a party or otherwise subject, which breach or default could
reasonably be expected to materially and adversely affect the Builder’s ability to complete the
development of the Property as described in the Preliminary Official Statement or to pay the Special
Taxes on the Property (to the extent the responsibility of the Builder) prior to delinquency, and (b) no
event has occurred and is continuing that with the passage of time or giving of notice, or both, would
constitute such a breach or default.
4. To the Actual Knowledge of the Undersigned, neither the Builder nor any of its
Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely
to materially and adversely affect the Builder’s ability complete the development of the Property as
described in the Preliminary Official Statement or to pay the Special Taxes on the Property (to the
extent the responsibility of the Builder) prior to delinquency.
5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding,
inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or
body is pending against the Builder (with proper service of process to the Builder having been
accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current
Affiliate (with proper service of process to such Affiliate having been accomplished) or to the Actual
Knowledge of the Undersigned is threatened in writing against the Builder or any such Affiliate
which if successful, is reasonably likely to materially and adversely affect the Builder’s ability to
complete the development of the Property as described in the Preliminary Official Statement or to
pay the Special Taxes on th e Property (to the extent the responsibility of the Builder) prior to
delinquency.
6. As of the date thereof, information set forth in the Preliminary Official Statement
under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT—Plan of Finance—
Homebuilders Plan of Finance” but solely as such information pertains to Builder, its Affiliates
(defined below), the Property, Builder’s development of the Property and Builder’s contractual
arrangements with respect thereto contained or contain any untrue statement of a material fact or
omitted or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
7. The Builder covenants that, while the Bonds or any refunding obligations related
thereto are outstanding, the Builder and its Affiliates which it controls will not bring any action, suit,
proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public
board or body, that in any way seeks to challenge or overturn the formation of the Community
Facilities District, to challenge the adoption of the ordinance(s) of the City levying Special Taxes
within the Community Facilities District, to invalidate the Community Facilities District or any of the
Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under
Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of
special tax lien relating thereto. The foregoing covenant shall not prevent the Builder in any way
from bringing any action, suit, proceeding, inquiry or investigation at law or in equity, before any
court, regulatory agency, public board or body including, without limitation, (a) an action or suit
contending that the Special Taxes have not been levied in accordance with the methodologies
contained in the Community Facilities District’s Amended and Restated Rate and Method of
B-2-3
Apportionment of Special Taxes pursuant to which the Special Taxes are levied, (b) an action or suit
with respect to the application or use of the Special Taxes levied and collected, or (c) the
enforcement of the obligations of the City or the Community Facilities District under the Indenture or
any agreements between the Builder and the City or the Community Facilities District or under
which the Builder is a beneficiary.
8. To the Actual Knowledge of the Undersigned, neither the Builder nor any Affiliate
has been delinquent to any material extent in the payment of any ad valorem property tax, special
assessment or special tax on property owned by the Builder or any Affiliate within the boundaries of
a community facilities district or an assessment district within California that (a) would have caused
a draw on a reserve fund relating to such assessment district or community facilities district financing
or (b) resulted in a foreclosure action being commenced in a court of law against the Builder or any
such Affiliate.
9. To the Actual Knowledge of the Undersigned, the Builder is able to pay its bills as
they become due and no legal proceedings are pending against the Builder (with proper service of
process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned,
threatened in writing in which the Builder may be adjudicated as bankrupt or discharged from any
and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be
allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal
Deposit Insurance Corporation.
10. To the Actual Knowledge of the Undersigned, Affiliates of the Builder are able to
pay their bills as they become due and no legal proceedings are pending against any Affiliates of the
Builder (with proper service of process to such Affiliate having been accomplished) or to the Actual
Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Builder may be
adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an
extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts
or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
11. If between the date hereof and the Closing Date any event relating to or affecting the
Builder, its Affiliates, ownership of the Property, the Builder’s development plan, the Builder’s
financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any
Affiliates (including, if material to the Builder’s development plan or the Builder’s financing plan,
other loans of such Affiliates) shall occur of which the undersigned has actual knowledge and which
the undersigned believes would cause the information under the sections of the Preliminary Official
Statement indicated in Paragraph 6 hereof, to contain an untrue statement of a material fact or to omit
to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, the undersigned shall notify the City and the
Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the
preparation and publication of a supplement or amendment to the Preliminary Official Statement, the
Builder shall reasonably cooperate with the City in the preparation of an amendment or supplement
to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the
City and to the Underwriter.
12. The Builder agrees to deliver a Closing Certificate dated the date of issuance of the
Bonds at the time of issuance of the Bonds in substantially the form attached to the Purchase
Agreement as Exhibit C-2.
B-2-4
13. [The Builder agrees to execute at Closing the Continuing Disclosure Certificate
substantially in the form attached as Appendix __ to the Preliminary Official Statement (the
“Continuing Disclosure Certificate”), with such additional changes as may be agreed to by the
Builder and the Underwriter. Except as disclosed in the Preliminary Official Statement, to the Actual
Knowledge of the Undersigned, the Builder is not aware of any material failures by it or any entity
under managerial control of the Builder to comply in all material respects with previous continuing
disclosure undertakings in a written certificate or agreement executed by it or an entity under the
managerial control of the Builder to provide periodic continuing disclosure reports or notices of
material events respecting securities offerings in California within the past five years.
14. To the Actual Knowledge of the Undersigned, execution and delivery of the
Continuing Disclosure Certificate, and the performance by the Builder of its obligations under the
Continuing Disclosure Certificate, will not conflict with or constitute a breach of or default under any
loans, lines of credit, agreements, or other contractual or financial obligations of the Builder, or any
applicable law, regulation, judgment or decree.]
15. As used in this Letter of Representations, the term “Actual Knowledge of the
Undersigned” means the knowledge that the undersigned currently has or has obtained through
(i) interviews with such current officers and responsible employees of the Builder as the undersigned
has reasonably determined are likely, in the ordinary course of their respective duties, to have
knowledge of the matters set forth in this Letter of Representations including the chief financial
officer of the Builder or, if the Builder does not have a chief financial officer, the person who
performs the functions usually associated with such officer (unless the undersigned is the chief
financial officer or such person), and (ii) reviews of documents reasonably available to the
undersigned and which the undersigned reasonably deemed necessary for the undersigned to execute
this Letter of Representations. The undersigned has not conducted any extraordinary inspection or
inquiry other than such inspections or inquiries as are prudent and customary in connection with the
ordinary course of the Builder’s current business and operations. The undersigned has not contacted
any individuals who are no longer employed by, or associated with, the Builder.
16. As used in this Letter of Representations, the term “Affiliate” of Builder means any
person directly (or indirectly through one or more intermediaries) under managerial control of
Builder, and about whom information could be material to potential investors in their investment
decision regarding the Bonds (including, without limitation, information relevant to the proposed
development of the Property, or to Builder’s ability to pay the Special Taxes on the Property (to the
extent the responsibility of the Builder) prior to delinquency).
17. On behalf of the Builder, I have reviewed the contents of this Letter of
Representations and have met with counsel to the Builder for the purpose of discussing the meaning
of its contents.
The undersigned has executed this Letter of Representations solely in his or her capacity as
an authorized officer or representative of Builder and he or she will have no personal liability arising
from or relating to this Letter of Representations. Any liability arising from or relating to this Letter
of Representations may only be asserted against the Builder.
[Name of Builder]
a ________________
B-2-5
By:
Authorized Representative
C-1-1
EXHIBIT C-1
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
CLOSING CERTIFICATE OF MI SAN LUIS RANCH, LLC
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
Ladies and Gentlemen:
Reference is made to the City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) Special Tax Bonds, Series 2021 (the “Bonds”) and to the Bond Purchase
Agreement, dated __________, 2021 (the “Purchase Agreement”), entered into in connection
therewith. This Closing Certificate of MI San Luis Ranch, LLC (the “Closing Certificate”) is
delivered by MI San Luis Ranch, LLC (the “Developer”) pursuant to the Purchase Agreement.
Capitalized terms used herein or in the Letter of Representations (defined below) and not otherwise
defined have the meanings ascribed to them in the Purchase Agreement. A copy of a Letter of
Representations of MI San Luis Ranch, LLC (the “Letter of Representations”), dated __________,
2021, delivered by the Developer, is attached hereto as Exhibit A.
The undersigned certifies that he or she is familiar with the facts herein certified and is
authorized and qualified to certify the same as an authorized officer or representative of the
Developer, and the undersigned, on behalf of the Developer, further certifies as follows:
1. The Developer has received the final Official Statement relating to the Bonds. Each
statement, representation and warranty made in the Letter of Representations is true and correct in all
material respects on and as of the date hereof with the same effect as if made on the date hereof,
except that all references therein to the Preliminary Official Statement shall be deemed to be
references to the final Official Statement.
2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of
the Preliminary Official Statement affecting the statements and information described in Paragraph 6
of the Letter of Representations relating to the Developer, its Affiliates, ownership of the Property,
the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any,
and contractual arrangements of the Developer or any Affiliates (including, if material to the
C-1-1
Developer’s development plan or the Developer’s financing plan, other loans of such Affiliates)
which should be disclosed in the Official Statement for the purposes for which it is to be used in
order to make such statements and information contained in the Official Statement not misleading in
any material respect.
3. For the period through 25 days after the “End of the Underwriter Period” as defined
in the Purchase Agreement to mean the Closing Date unless otherwise notified in writing by the
Underwriter, if any event relating to or affecting the Developer, its Affiliates, ownership of the
Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s
lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if
material to the Developer’s development plan or the Developer’s financing plan, other loans of such
Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or
counsel to the City, to amend or supplement the Official Statement in order to make the Official
Statement not misleading in the light of the circumstances existing at the time it is delivered to a
purchaser, the Developer shall reasonably cooperate with the City and the Underwriter in the
preparation of an amendment or supplement to the Official Statement in form and substance
reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement
the Official Statement so that it will not contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at the time the Official Statement is delivered to a purchaser, not misleading.
4. The undersigned has executed this Closing Certificate solely in his or her capacity as
an officer of Developer and he or she will have no personal liability arising from or relating to this
Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be
asserted against the Developer.
MI San Luis Ranch, LLC
a Delaware limited liability company
By:
Authorized Representative
C-2-1
EXHIBIT C-2
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
CLOSING CERTIFICATE OF [NAME OF BUILDER]
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
Ladies and Gentlemen:
Reference is made to the City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) Special Tax Bonds, Series 2021 (the “Bonds”) and to the Bond Purchase
Agreement, dated __________, 2021 (the “Purchase Agreement”), entered into in connection
therewith. This Closing Certificate of [NAME OF BUILDER] is delivered by [Name of Builder], a
____________ (the “Builder”) pursuant to the Purchase Agreement. Capitalized terms used herein
or in the Letter of Representations (defined below) and not otherwise defined have the meanings
ascribed to them in the Purchase Agreement. A copy of a Letter of Representations of [NAME OF
BUILDER] (the “Letter of Representations”), dated __________, 2021, delivered by the Builder, is
attached hereto as Exhibit A.
The undersigned certifies that he or she is familiar with the facts herein certified and is
authorized and qualified to certify the same as an authorized officer or representative of the Builder,
and the undersigned, on behalf of the Builder, further certifies as follows:
1. The Builder has received the final Official Statement relating to the Bonds. Each
statement, representation and warranty made in the Letter of Representations is true and correct in all
material respects on and as of the date hereof with the same effect as if made on the date hereof,
except that all references therein to the Preliminary Official Statement shall be deemed to be
references to the final Official Statement.
2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of
the Preliminary Official Statement affecting the statements and information described in Paragraph 6
of the Letter of Representations relating to the Builder, its Affiliates, ownership of the Property, the
Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and
contractual arrangements of the Builder or any Affiliates (including, if material to the Builder’s
C-2-2
development plan or the Builder’s financing plan, other loans of such Affiliates) which should be
disclosed in the Official Statement for the purposes for which it is to be used in order to make such
statements and information contained in the Official Statement not misleading in any material
respect.
3. For the period through 25 days after the “End of the Underwriter Period” as defined
in the Purchase Agreement to mean the Closing Date unless otherwise notified in writing by the
Underwriter, if any event relating to or affecting the Builder, its Affiliates, ownership of the Property,
the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and
contractual arrangements of the Builder or any Affiliates (including, if material to the Builder’s
development plan or the Builder’s financing plan, other loans of such Affiliates) shall occur as a
result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or
supplement the Official Statement in order to make the Official Statement not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser, the Builder shall reasonably
cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the
Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure
Counsel which will amend or supplement the Official Statement so that it will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at the time the Official Statement is delivered to a
purchaser, not misleading.
4. The undersigned has executed this Closing Certificate solely in his or her capacity as
an officer of Builder and he or she will have no personal liability arising from or relating to this
Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be
asserted against the Builder.
[Name of Builder]
a __________________
By:
Authorized Representative
D-1
EXHIBIT D
SUPPLEMENTAL OPINION OF BOND COUNSEL
__________, 2021
Piper Sandler & Co., as Underwriter
Sacramento, California
City of San Luis Obispo
Community Facilities District No. 2019-1 (San Luis Ranch)
Special Tax Bonds, Series 2021
(Supplemental Opinion)
Ladies and Gentlemen:
This letter is addressed to you, as Underwriter, pursuant to Section [__] of the Bond
Purchase Agreement, dated [___________], 2021 (the “Purchase Agreement”), between you and
the City of San Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch) (the
“Issuer”), providing for the purchase of $[_______] principal amount of City of San Luis Obispo
Community Facilities District No. 2019-1 (San Luis Ranch) Special Tax Bonds, Series 2021 (the
“Bonds”). The Bonds are being issued pursuant to an Indenture, dated as of ____ 1, 2021 (the
“Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”).
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Indenture or, if not defined in the Indenture, in the Purchase Agreement.
We have delivered our final legal opinion (the “Bond Opinion”) as bond counsel to the
Issuer concerning the validity of the Bonds and certain other matters, dated the date hereof and
addressed to the Issuer. You may rely on such opinion as though the same were addressed to
you.
In connection with our role as bond counsel to the Issuer, we have reviewed the Purchase
Agreement; the Indenture; the Tax Certificate; certain portions of the electronic version of the
official statement of the Issuer, dated [_________], 2021 and posted on [_________], 2021, with
respect to the Bonds (the “Official Statement”); opinions of counsel to the Issuer and the Trustee;
certificates of the Issuer, the Trustee, Integra Realty Resources (the “Appraiser”), The Gregory
Group (the “Market Absorption Consultant”), Economic & Planning Systems, Inc. (the “Special
Tax Consultant”), Presidio MI SLR 198, LLC (“SLR 198”), Presidio WH SLR 83, LLC (“WH
83”), WH SLR 80, LLC (“WH 80”), Presidio MI SLR 96, LLC (“SLR 96”), and Williams
Communities, LLC (“Williams Communities”) (each, a “Builder” and, collectively, the
“Builders”), and others; and such other documents, opinions and matters to the extent we deemed
necessary to provide the opinions or conclusions set forth herein.
The opinions and conclusions expressed herein are based on an analysis of existing laws,
regulations, rulings and court decisions and cover certain matters not directly addressed by such
D-2
authorities. Such opinions or conclusions may be affected by actions taken or omitted or events
occurring after the original delivery of the Bonds on the date hereof. We have not undertaken to
determine, or to inform any person, whether any such actions are taken or omitted or events do
occur or any other matters come to our attention after the original deli very of the Bonds on the
date hereof. We have assumed the genuineness of all documents and signatures provided to us
and the due and legal execution and delivery thereof by, and validity against, any parties other
than the Issuer. We have assumed, without undertaking to verify, 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 third paragraph hereof. We have further assumed
compliance with all covenants and agreements contained in such documents. In addition, we call
attention to the fact that the rights and obligations under the Bonds, the Indenture, the Tax
Certificate and the Purchase Agreement and their enforceability may be subject to b ankruptcy,
insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and
other laws relating to or affecting creditors’ rights, to the application of equitable principles, to
the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies
against joint powers authorities and community facilities districts in the State of California. We
express no opinion with respect to any indemnification, contribution, liquidated damages,
penalty (including any remedy deemed to constitute or having the effect of 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 foregoi ng documents,
nor do we express any opinions 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 such assets.
We also express no opinion regarding plans, specifications, maps, financial reports or other
engineering or financial details of the proceedings, or upon the Rate and Method of
Apportionment for the Community Facilities District or the validity of the Special Tax levied
upon any individual parcel.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the following opinions or conclusions:
1. The Bonds are not subject to the registration requirements of the Securities Act of
1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture
Act of 1939, as amended.
2. The Purchase Agreement has been duly executed and delivered by, and is a valid
and binding agreement of, the Issuer.
3. The statements contained in the Official Statement under the captions “THE
BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” (excluding
therefrom the information under the headings “–Special Tax Calculation” and “–The Teeter
Plan”), and “TAX MATTERS,” and in APPENDIX D—“FORM OF OPINION OF BOND
COUNSEL” and APPENDIX F—“SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE,” excluding any material that may be treated as included under such captions by
cross-reference or reference to other documents or sources, insofar as such statements expressly
summarize certain provisions of the Indenture, or set out the form and content of our Bond
Opinion, are accurate in all material respects.
D-3
4. We are not passing upon and do not assume any responsibility for the accuracy
(except as explicitly stated in paragraph 3 above), completeness or fairness of any of the
statements contained in the Official Statement, and make no representation that we have
independently verified the accuracy, completeness or fairness of any such statements. In our
capacity as bond counsel to the Issuer in connection with issuance of the Bonds, we participated
in conferences with your representatives, your counsel, representatives of the City, the Issuer,
their counsel, representatives of the Builders and their counsel, the Appraiser, the Market
Absorption Consultant, the Special Tax Consultant and others, during which conferences the
contents of the Official Statement and related matters were discussed. Based on our participation
in the above-referenced conferences (which did not extend beyond the date of the Official
Statement), and in reliance thereon, on oral and written statements and representations of the
Issuer and others and on the records, documents, certificates, opinions and matters herein
mentioned, subject to the limitations on our role as bond counsel to the Issuer, we advise you as a
matter of fact and not opinion that no facts came to the attention of the attorneys in our firm
rendering legal services with respect to the Official Statement which caused us to believe that the
Official Statement as of its date and as of the date hereof (except for any CUSIP numbers,
financial, accounting, statistical or economic, engineering or demographic data or forecasts,
numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion,
any information about feasibility, valuation, appraisals, absorption, real estate or environmental
matters, any statements about compliance with prior continuing disclosure undertakings, or any
information about book-entry, DTC, Cede & Co., ratings, rating agencies, underwriters,
underwriting, and the information contained in Appendices A, B, C, E, G and H included or
referred to therein or omitted therefrom, which we expressly exclude from the scope of this
paragraph and as to which we express no opinion or view) contained or contains any untrue
statement of a material fact or omitted or omits to state any material fact necessary to m ake the
statements therein, in the light of the circumstances under which they were made, not
misleading. No responsibility is undertaken or view expressed with respect to any other
disclosure document, materials or activity, or as to any information from another document or
source referred to by or incorporated by reference in the Official Statement.
This letter is furnished by us as bond counsel to the Issuer. No attorney-client
relationship has existed or exists between our firm and you in connection with the Bonds or by
virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to
you as Underwriter of the Bonds, is solely for your benefit as such Underwriter in connection
with the original issuance of the Bonds on the date hereof, and is not to be used, circulated,
quoted or otherwise referred to or relied upon for any other purpose or by any other person. This
letter is not intended to, and may not, be relied upon by owners of Bonds or by any other party to
whom it is not specifically addressed.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
E-1-1
EXHIBIT E-1
NEGATIVE ASSURANCE LETTER FOR MI SAN LUIS RANCH, LLC
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
Re: $__________ City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) Special Tax Bonds, Series 2021
Ladies and Gentlemen:
We have acted as special counsel to MI San Luis Ranch, LLC (the “Developer”) in
connection with the development of certain property owned by the Developer (the “Property”)
located within the boundaries of City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) (the “Community Facilities District”) and in connection with the issuance and sale
by the City of San Luis Obispo (the “City”) of $__________ City of San Luis Obispo Community
Facilities District No. 2019-1 (San Luis Ranch) Special Tax Bonds, Series 2021 (the “Bonds”). The
Bonds are described in that certain Official Statement dated __________, 2021 (the “Official
Statement”).
The Bonds are being sold to Piper Sandler & Co., as underwriter (the “Underwriter”),
pursuant to that certain Bond Purchase Agreement, dated __________, 2021 (the “Bond Purchase
Agreement”), by and between the City and the Underwriter. This letter is provided for the benefit of
the City, the Community Facilities District, and the Underwriter pursuant to Section 5.E.8. of the
Bond Purchase Agreement.
We advise you that we are not general counsel to the Developer and do not represent the
Developer on a continuing basis. Rather, we represent the D eveloper as requested from time to time
on specific matters.
The primary purpose of our professional engagement was not to establish or confirm factual
matters or quantitative information. We are not passing upon and do not assume any responsibility
for the accuracy, completeness, or fairness of any of the statements contained in the Official
Statement and make no representation that we have independently verified the accuracy,
completeness, or fairness of any such statements. However, in our capacity as special counsel to the
Developer, we reviewed the Official Statement and we met in conferences with representatives of the
Developer, the Underwriter and its counsel, Orrick, Herrington & Sutcliffe LLP, as Bond Counsel
and Disclosure Counsel, and others, during which conferences the contents of the Official Statement
E-1-2
and related matters were discussed. We have reviewed only the electronic version of the Official
Statement delivered to ______________________ on __________, 2021, from MuniOS.com (the
“Official Electronic Version”), and we assume that any printed version and all other electronic
versions of the Official Statement are identical in all respects to such Official Electronic Version.
Our statements herein with respect to the Official Statement do not pertain to any printed or
electronic version of the Official Statement that is not identical in all respects to the Official
Electronic Version. We also reviewed certain written statements of officers and other representatives
of the Developer and others as to the existence and consequence of certain factual and other matters.
Based on our participation, review, and reliance as described above, we advise you that no
information came to the attention of the lawyers in our firm rendering legal services in connection
with such representation that caused us to believe that, as of the date of the Official Statement and as
of the date hereof, the statements in the Official Statement relating to the Developer and its
Affiliates, the Property and the Developer’s improvement and sale of the Property under the caption
captions “PROPERTY OWNERSHIP AND THE DEVELOPMENT” (but specifically excluding any
information under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT—Plan of
Finance—Homebuilders Plan of Finance”) and “CONTINUING DISCLOSURE—Master Developer
and Homebuilders” contained or contain any untrue statement of a material fact or omitted or omit to
state a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (except that no belief or view is expressed as to (a) any
financial statements and other financial, statistical, economic, demographic, or engineering data or
forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions, or expressions of
opinion, or (b) any information about valuation, appraisals, market absorption, archaeological, or
environmental matters). For purposes of this paragraph, “attention” refers to the conscious
awareness of each of the lawyers in our firm who actively participated in rendering legal services in
connection with such representation and “believe” refers to the actual, subjective, good faith belief of
each of those lawyers. Please be advised that only _______________________ has rendered such
legal services in connection with such representation.
We express no opinion or belief as to the applicability or effect on the subject transaction of
the securities laws of the State of California or of the United States of America, including but n ot
limited to the Securities Act of 1933, as amended.
No attorney-client relationship has existed or exists between our firm and the City, the
Community Facilities District or the Underwriter in connection with the Bonds or by virtue of this
letter. This letter is delivered as of the date hereof and is furnished solely for your benefit in
connection with the subject transaction, and may not be relied upon for any other purpose or
furnished to, used, circulated, quoted, or referred to by any other person without our prior written
consent. This letter is not intended to, and may not, be relied upon by any owners of the Bonds.
E-1-3
Our engagement with respect to this matter has terminated as of the date hereof, and we do
not undertake to advise you of any matters that may come to our attention subsequent to the date
hereof that may affect the statements set forth herein.
This letter is limited to the matters expressly set forth herein, and no belief or assurance is
implied or may be inferred beyond the matters expressly stated herein.
Respectfully submitted,
__________
E-2-1
EXHIBIT E-2
NEGATIVE ASSURANCE LETTER FOR [NAME OF BUILDER]
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
Re: $__________ City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch) Special Tax Bonds, Series 2021
Ladies and Gentlemen:
We have acted as special counsel to [NAME OF BUILDER] (the “Developer”) in connection
with the development of certain property owned by the Developer (the “Property”) located within the
boundaries of City of San Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch)
(the “Community Facilities District”) and in connection with the issuance and sale by the City of San
Luis Obispo (the “City”) of $__________ City of San Luis Obispo Community Facilities District
No. 2019-1 (San Luis Ranch) Special Tax Bonds, Series 2021 (the “Bonds”). The Bonds are
described in that certain Official Statement dated __________, 2021 (the “Official Statement”).
The Bonds are being sold to Piper Sandler & Co., as underwriter (the “Underwriter”),
pursuant to that certain Bond Purchase Agreement, dated __________, 2021 (the “Bond Purchase
Agreement”), by and between the City and the Underwriter. This letter is provided for the benefit of
the City, the Community Facilities District, and the Underwriter pursuant to Section 5.E.9. of the
Bond Purchase Agreement.
We advise you that we are not general counsel to the Developer and do not represent the
Developer on a continuing basis. Rather, we represent the D eveloper as requested from time to time
on specific matters.
The primary purpose of our professional engagement was not to establish or confirm factual
matters or quantitative information. We are not passing upon and do not assume any responsibility
for the accuracy, completeness, or fairness of any of the statements contained in the Official
Statement and make no representation that we have independently verified the accuracy,
completeness, or fairness of any such statements. However, in our capacity as special counsel to the
Developer, we reviewed the Official Statement and we met in conferences with representatives of the
Developer, the Underwriter and its counsel, Orrick, Herrington & Sutcliffe LLP, as Bond Counsel
and Disclosure Counsel, and others, during which conferences the contents of the Official Statement
E-2-2
and related matters were discussed. We have reviewed only the electronic version of the Official
Statement delivered to ______________________ on _____________, 2021, from MuniOS.com (the
“Official Electronic Version”), and we assume that any printed version and all other electronic
versions of the Official Statement are identical in all respects to such Official Electronic Version.
Our statements herein with respect to the Official Statement do not pertain to any printed or
electronic version of the Official Statement that is not identical in all respects to the Official
Electronic Version. We also reviewed certain written statements of officers and other representatives
of the Developer and others as to the existence and consequence of certain factual and other matters.
Based on our participation, review, and reliance as described above, we advise you that no
information came to the attention of the lawyers in our firm rendering legal services in connection
with such representation that caused us to believe that, as of the date of the Official Statement and as
of the date hereof, the statements in the Official Statement relating to the Developer and its
Affiliates, the Property and the Developer’s improvement and sale of the Property under the
caption[s] “PROPERTY OWNERSHIP AND THE DEVELOPMENT—Plan of Finance—
Homebuilders Plan of Finance—__________” [and “CONTINUING DISCLOSURE—Master
Developer and Homebuilders Continuing Disclosure”] contained or contain any untrue statement of a
material fact or omitted or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (except that no belief or view
is expressed as to (a) any financial statements and other financial, statistical, economic, demographic,
or engineering data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions,
or expressions of opinion, or (b) any information about valuation, appraisals, market absorption,
archaeological, or environmental matters). For purposes of this paragraph, “attention” refers to the
conscious awareness of each of the lawyers in our firm who actively participated in rendering legal
services in connection with such representation and “believe” refers to the actual, subjective, good
faith belief of each of those lawyers. Please be advised that only ____________________ has
rendered such legal services in connection with such representation.
We express no opinion or belief as to the applicability or effect on the subject transaction of
the securities laws of the State of California or of the United States of America, including but not
limited to the Securities Act of 1933, as amended.
No attorney-client relationship has existed or exists between our firm and the City, the
Community Facilities District or the Underwriter in connection with the Bonds or by virtue of this
letter. This letter is delivered as of the date hereof and is furnished solely for your benefit in
connection with the subject transaction, and may not be relied upon for any other purpose or
furnished to, used, circulated, quoted, or referred to by any other person without our prior written
consent. This letter is not intended to, and may not, be relied upon by any owners of the Bonds.
Our engagement with respect to this matter has terminated as of the date hereof, and we do
not undertake to advise you of any matters that may come to our attention subsequent to the date
hereof that may affect the statements set forth herein.
This letter is limited to the matters expressly set forth herein, and no belief or assurance is
implied or may be inferred beyond the matters expressly stated herein.
Respectfully submitted,
F-1
EXHIBIT F
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Sandler & Co. (the “PSC”), hereby certifies as set forth
below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was
sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities.
(a) PSC offered the Hold-the-Offering-Price Maturities to the Public for purchase at the
respective initial offering prices listed in Schedule I (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 II.
(b) As set forth in the Bond Purchase Agreement, dated __________, 2021, by and
between PSC and the Issuer, PSC has agreed in writing that: (i) for each Maturity of the Hold-the-
Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any
person at a price that is higher than the Initial Offering Price for such Maturity during the Holding
Period for such Maturity (the “hold-the-offering-price rule”); and (ii) any selling group agreement
shall contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail
distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement,
no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price
Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the
Bonds during the Holding Period.
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule I
hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in
Schedule I hereto as the “Hold-the-Offering-Price Maturities.”
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after
__________, 2021 (the Sale Date), or (ii) the date on which the 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.
F-2
(d) Issuer means the City of San Luis Obispo Community Facilities District No. 2019-1
(San Luis Ranch).
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons
who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is __________, 2021.
(h) Underwriter means: (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial
sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of
the Bonds to the Public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in
this certificate represents PSC’s interpretation of any laws, including specifically Sections 103 and
148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with
respect to certain of the representations set forth in the Tax Certificate and with respect to
compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington &
Sutcliffe 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.
PIPER SANDLER & CO.
By:
Name:
Dated: _____________, 2021
F-3
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
G-1
EXHIBIT G
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
CERTIFICATE OF APPRAISER
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
The undersigned hereby states and certifies:
1. That he is an authorized principal of Integra Realty Resources (the “Appraiser”) and
as such is familiar with the facts herein certified and is authorized and qualified to certify the same.
2. That the Appraiser has prepared an appraisal report, dated __________, 2021 (the
“Appraisal Report”), on behalf of the City of San Luis Obispo (the “City”) in connection with the
Preliminary Official Statement, dated __________, 2021 (the “Preliminary Official Statement”) and
the Official Statement dated __________, 2021 (“Official Statement”), for the City of San Luis
Obispo Community Facilities District No. 2019-1 (San Luis Ranch) Special Tax Bonds, Series 2021
(the “Bonds”).
3. That the Appraiser hereby consents to the reproduction and use of the Appraisal
Report appended to the Preliminary Official Statement and the Official Statement. The Appraiser
also consents to the references to the Appraiser and the Appraisal Report made in the Preliminary
Official Statement and the Official Statement.
4. In the opinion of the Appraiser the assumptions made in the Appraisal Report are
reasonable. Since the date of value of the Appraisal Report, the Appraiser is not aware of any facts
that would cause its opinion of value of the taxable property in the City of San Luis Obispo
Community Facilities District No. 2019-1 (San Luis Ranch) (the “Community Facilities District”) to
be lower than the value in the Appraisal.
5. Each of the parcels appraised by the Appraiser is encompassed within the
Community Facilities District as set forth in the boundary map of the Community Facilities District.
G-2
6. That, as of the date of the Official Statement and as of the date hereof, the Appraisal
Report appended to the Official Statement, to the best of my knowledge and belief, and subject to all
of the Assumptions and Limiting Conditions set forth in the Appraisal Report, does not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under which they were made, not
misleading, and no events or occurrences have been ascertained by us or have come to our attention
that would substantially change the estimated values stated in the Appraisal Report. However, we
have not performed any procedures since the date of the Appraisal Report to obtain knowledge of
such events or occurrences nor are we obligated to do so in the future.
7. The City and the Underwriter, Piper Sandler & Co., are entitled to rely on the
Certificate.
INTEGRA REALTY RESOURCES
By:
Authorized Representative
H-1
EXHIBIT H
$__________
CITY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (SAN LUIS RANCH)
SPECIAL TAX BONDS, SERIES 2021
CERTIFICATE OF MARKET ABSORPTION CONSULTANT
__________, 2021
City of San Luis Obispo Community Facilities
District No. 2019-1 (San Luis Ranch)
c/o City of San Luis Obispo
990 Palm Street
San Luis Obispo, California 93401
Piper Sandler & Co.
50 California, Suite 3100
San Francisco, California 94111
The undersigned hereby states and certifies:
1. That he is an authorized principal of The Gregory Group (the “Market Absorption
Consultant”) and as such is familiar with the facts herein certified and is authorized and qualified to
certify the same.
2. That the Market Absorption Consultant has prepared an Market report, dated
__________, 2021 (the “Market Report”), on behalf of the City of San Luis Obispo (the “City”) in
connection with the Preliminary Official Statement, __________, 2021 (the “Preliminary Official
Statement”) and the Official Statement dated __________, 2021 (“Official Statement”), for the City
of San Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch) Special Tax Bonds,
Series 2021 (the “Bonds”).
3. That the Market Absorption Consultant hereby consents to the reproduction and use
of the Market Report appended to the Preliminary Official Statement and the Official Statement. The
Market Absorption Consultant also consents to the references to the Market Absorption Consultant
and the Market Report made in the Preliminary Official Statement and the Official Statement.
4. In the opinion of the Market Absorption Consultant the assumptions made in the
Market Report are reasonable. Since the date of the Market Report, the Market Absorption
Consultant is not aware of any facts that would cause its opinion as to the timing of home sales in
City of San Luis Obispo Community Facilities District No. 2019-1 (San Luis Ranch) to be different
than the Market Report.
5. That, as of the date of the Official Statement and as of the date hereof, the Market
Report appended to the Official Statement, to the best of my knowledge and belief, and subject to all
H-2
of the limiting conditions and major assumptions set forth in the Market Report, does not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under which they were made, not
misleading, and no events or occurrences have been ascertained by us or have come to our attention
that would substantially change the estimated timing of home sales stated in the Market Report.
However, we have not performed any procedures since the date of the Market Report to obtain
knowledge of such events or occurrences nor are we obligated to do so in the future.
6. The City and the Underwriter, Piper Sandler & Co., are entitled to rely on the
Certificate.
EMPIRE ECONOMICS
By: ______________________________________
Authorized Representative