$___________
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
BOND PURCHASE AGREEMENT
__________, 2025
Community Facilities District No. 2003-3 of the City of Chino Chino, California
Ladies and Gentlemen:
Raymond James & Associates, Inc. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with Community Facilities District No. 2003-3 of the City of Chino (the “District”) which, upon acceptance, will be binding upon the District and upon the Underwriter. This offer is made subject to acceptance of it by the District on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the District at any time prior to the acceptance hereof by the District.
The District acknowledges and agrees that: (i) the purchase and sale of the Bonds (defined below) pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the 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 a 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 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 District on other matters); and (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate on this transaction.
Purchase, Sale and Delivery of the Bonds; Establishment of Issue Price.
Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the District, and the District agrees to sell to the Underwriter, all (but not less than all) of the Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (as defined herein), and bear interest from said date (payable semiannually on March 1 and September 1 in each year, commencing March 1, 2026) at the rates per annum and maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A hereto.
The Underwriter agrees to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the 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 District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s financial advisor identified herein and any notice or report to be provided to the District may be provided to the District’s financial advisor.
Except for the Hold-the-Price Maturities described below and as otherwise set forth in Exhibit A attached hereto, the 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. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the District the price or prices at which it has sold to the public each maturity of Securities.
With respect to the maturities of the Bonds that are not 10% Test Maturities, as described in Exhibit A attached hereto (the “Hold-the-Price Maturities”), 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 attached hereto. The District and the Underwriter agree that the restrictions set forth in the next sentence shall apply to the Hold-the-Price Maturities, which will allow the 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:
the close of the fifth (5th) business day after the sale date; or the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
The District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The 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 third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(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 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 (i) 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), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (4) “sale date” means the date of execution of this Purchase Agreement by all parties.
The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement, dated as of December 1, 2025 (the “Fiscal Agent Agreement”) approved by Resolution No. 2025-____ adopted by the City Council of the City of Chino (the “City”), acting as the legislative body of the District (the “City Council), on _________, 2025 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from a special tax (the “Special Tax”) levied and collected on the taxable land within Improvement Area No. 11 of the District in accordance with Resolution No. 2004-55 adopted by the City Council on July 20, 2004 and Resolution No. 2024-054 adopted by the City Council on November 5, 2024 (collectively, the “Resolution of Formation”). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the “Law”), to acquire certain public improvements described in the Resolution of Formation. The Resolution of Issuance, the Resolution of Formation and Ordinance No. 2024-012 are collectively referred to herein as the “District Resolutions.” At or prior to the acceptance hereof by the District, the District shall cause to be delivered to the Underwriter a Rule 15c2-12 Certificate, dated as of the date of this Purchase Agreement (the “District Certificate”), in substantially the form attached hereto as Exhibit B, with only such changes therein as shall have been accepted by the Underwriter.
Subsequent to its receipt of the District Certificate deeming the Preliminary Official Statement for the Bonds, dated ________, 2025, which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the “Preliminary Official Statement”), final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”), the Underwriter has distributed copies of the Preliminary Official Statement. The District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official Statement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the District as evidenced by the execution and delivery of such document by an officer of the District (the “Official Statement”), the Fiscal Agent Agreement, the Continuing Disclosure Agreement of the District (the “District Disclosure Agreement”), this Purchase Agreement, any other documents or contracts to which the District is a party, and all information contained therein, and all other documents, certificates and statements furnished by the District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the “MSRB”) through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12.
At 8:00 A.M., Pacific Time, on _________, 2025, or at such earlier time or date as shall be agreed upon by the Underwriter and the District (such time and date being herein referred to as the “Closing Date”), the District will deliver (i) to the Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the District, as provided in the Fiscal Agent Agreement, and (ii) to the Underwriter, at the offices of Bond Counsel, or at such other place as shall be mutually agreed upon by the District and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the “Closing”). Notwithstanding the foregoing, the Underwriter may, in its discretion, accept delivery of the Bonds in temporary form upon making arrangements with the District which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.
Except as otherwise disclosed and agreed to by the District, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A hereto; provided, however, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. The Underwriter shall provide to the District on the Closing Date a certificate stating that the Underwriter made a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A.
Representations, Warranties and Agreements of the District. The District represents, warrants and covenants to and agrees with the Underwriter that:
The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has duly authorized the formation of the District pursuant to the Resolution of Formation and the Law. The City Council, as the legislative body of the District, has duly adopted the District Resolutions, and has caused to be recorded in the real property records of the County of San Bernardino on November 19, 2024, a Notice of Special Tax Lien, as Document No. 2024-0277501 (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The 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 this Purchase Agreement and the District Disclosure Agreement, and to carry out all transactions contemplated by each of such agreements, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents and by the Fiscal Agent Agreement, this Purchase Agreement, and the District Disclosure Agreement (collectively, the “District Documents”) and the Official Statement; The District has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the District Documents, and any immaterial compliance by the District, if any, will not impair the ability of the 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 District will continue to comply with the covenants of the District contained in the District Documents; The City Council has duly and validly: (i) adopted the District Resolutions, (ii) called, held and conducted in accordance with all requirements of the Law an election within the District to approve the levy of the Special Tax within Improvement Area No. 11 of the District and the issuance of the Bonds and recorded the Notice of Special Tax Lien which established a continuing lien on the land within Improvement Area No. 11 of the District securing the Special Tax, (iii) authorized and approved the execution, delivery and due performance of the Bonds and the District Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the District of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of the District Documents (including, without limitation, the collection of the Special Tax), the Bonds and the Official Statement and at the Closing Date, the Formation Documents will be in full force and effect and the District Documents and the Bonds will constitute the valid, legal and binding obligations of the District and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought; To the best of the District’s knowledge, the District is not in breach of or default under any applicable law or administrative rule or regulation of the State of California (the “State”) or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other instrument to which the District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the District of its obligations under the Bonds, the Formation Documents or the District 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 or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District, as the case may be, is a party or is otherwise subject or bound; Except for compliance with the blue sky or other states securities law filings, as to which the District makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State 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 District of its obligations hereunder, or under the Formation Documents or the District Documents, have been obtained and are in full force and effect; The Special Tax constituting the security for the Bonds has been duly and lawfully authorized and may be levied under the Law, the State Constitution and the applicable laws of the State, and such Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied; The District shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. Until the date which is twenty-five (25) days after the “end of the underwriting period” (as defined herein), if any event shall occur of which the District is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the District shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the District shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as (i) the District delivers the Bonds 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 written notice delivered to the 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”; The Fiscal Agent Agreement creates a valid pledge of the Special Taxes and the moneys in the Special Tax Fund and the Reserve Account established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the District will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Fiscal Agent Agreement; Except as disclosed in the 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 or, to the best knowledge of the District, threatened (i) which would materially adversely affect the ability of the District to perform its obligations under the Bonds, the Formation Documents or the District Documents, or (ii) seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents, the District Documents, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the Preliminary Official Statement or the powers or authority of the District with respect to the Bonds, the Formation Documents, the District Documents, or any action of the District contemplated by any of said documents; nor is there any action pending or, to the best knowledge of the District, threatened against the District which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from California personal income taxation; The District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the “Blue Sky” or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the District shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing; Any certificate signed by any official of the District authorized to do so shall be deemed a representation and warranty to the Underwriter as to the statements made therein; The District will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement; The information contained in the Preliminary Official Statement was as of the date thereof, and the information contained in the Official Statement as of its date and on the Closing Date shall be, true and correct in all material respects and such information 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; The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the District as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The District hereby covenants and agrees that, within seven (7) business days from the date hereof, the District shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the District so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board; Except as otherwise disclosed in the Preliminary Official Statement, the District is, and has always been, in material compliance with respect to all reporting obligations in the last five years that it has undertaken under Rule 15c2-12 for all indebtedness issued by the District; Except as otherwise disclosed in the Preliminary Official Statement, the Formation Documents have not been amended, terminated, rescinded or modified; The District shall not voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to the District as set forth in this Purchase Agreement; The District shall cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate; The District shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
Conditions to the Obligations of the Underwriter. The obligations 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 and warranties on the part of the District contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the District of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
At the Closing Date, the Formation Documents and the District 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 Stradling Yocca Carlson & Rauth LLP, Bond Counsel and Disclosure Counsel for the District, and Best Best & Krieger LLP, counsel to the Underwriter, shall be necessary and appropriate; The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, be true, correct and complete in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, 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; Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
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 or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the holders of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the 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 Fiscal Agent Agreement is 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, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the District, its property, income, securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the District to construct or acquire the improvements as contemplated by the Formation Documents, the District Documents or the Official Statement; 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 the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement or the Official Statement; the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission (the “SEC”) or any other governmental authority having jurisdiction that, in the Underwriter’s reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; the entry of an order by a court of competent jurisdiction which enjoins or restrains the County of San Bernardino, California or any other governmental entity, agency, or instrumentality from issuing permits, licenses or entitlements within the District or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects proposed development of property within the District; a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; there shall have been any material adverse change in the affairs of the District that in the Underwriter’s reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; a stop order, release, regulation, or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939, as amended.
On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter:
The Formation Documents and the District Documents, together with a certificate dated as of the Closing Date of the City Clerk of the City to the effect that each Formation Document is a true, correct and complete copy of the one duly adopted by the City Council; The Official Statement;
An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the District, of Stradling Yocca Carlson & Rauth LLP, Bond Counsel for the District, in the form attached to the Preliminary Official Statement as Appendix B, and an unqualified letter of such counsel, dated the Closing Date and addressed to the Underwriter and the Fiscal Agent, to the effect that such approving opinion addressed to the District may be relied upon by the Underwriter and the Fiscal Agent to the same extent as if such opinion was addressed to it; A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Stradling Yocca Carlson & Rauth LLP, Bond Counsel for the District, to the effect that (i) the District Documents have been duly authorized, executed and delivered by the District, and, assuming such agreements constitute a valid and binding obligation of the other parties thereto, constitute the legally valid and binding agreements of the District enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and may be subject to general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “TAX MATTERS” and Appendices A and B thereof (except that no opinion or belief need be expressed as to any financial or statistical data contained in the Official Statement), insofar as it purports to summarize or replicate certain provisions of the Law, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds present a fair and accurate summary of such provisions; (iv) the District is a community facilities district duly organized and validly existing pursuant to the Act, with full legal power and authority to issue the Bonds, to enter into the District Documents, and to carry out the transactions contemplated under the District Documents; and (v) the Special Tax has been duly and validly authorized in accordance with the provisions of the Law and, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, by equitable principles and by the exercise of judicial discretion in appropriate cases, constitutes a valid and legally binding lien on the properties upon which it will be levied; An opinion, dated the Closing Date and addressed to the Underwriter, of Best Best & Krieger LLP to the effect that, without having undertaken to check the accuracy, completeness or fairness of, or verifying the information contained in the Official Statement, and are therefore unable to make any representation in that regard, such firm has participated in conferences prior to the date of the Official Statement with the City’s and the District’s representatives, including Bond Counsel and the City Attorney, representatives of the Underwriter, Chino Development Corporation and Chino Preserve Development Corporation, Century Communities of California, LLC (“Century”), Trumark Homes, Inc. (“Trumark”), Counsel to Century and Trumark, and others, during which conferences the contents of the Official Statement and related matters were discussed and based upon the information made available to such firm in the course of its participation as Underwriter’s counsel in such conferences and its review of the documents referred to above, its reliance on the documents, certificates, instructions, and records, and the opinions of counsel described above and its understanding of applicable law, such firm does not believe that the Official Statement as of its date contained, or as of the date hereof contains, any untrue statement of a material fact, or as of its date omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading (provided that no view shall be expressed as to any information concerning DTC or the book-entry system, any information contained under the Appendices A through H or with respect to any financial, economic, demographic, statistical or engineering data or forecasts, numbers, charts, tables, estimates, projections, appraisals or assessed valuations contained in the Official Statement, including any of the Appendices thereto); A certificate or certificates, dated the Closing Date and signed by an authorized officer of the District, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that (i) the representations and warranties of the District contained in Section 2 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds, the Formation Documents and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; (iii) the District has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Formation Documents, the District Documents and the Official Statement at or prior to the Closing Date; and (iv) the representations and warranties of the District contained in the District Certificate 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, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement; An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, to the effect that (i) the representations of the District set forth in the District Documents are, as to all matters of law, true and accurate in all material respects on and as of the date hereof as though made on such date; (ii) the District Resolutions were duly adopted at meetings of the City Council, which were 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 such resolutions are in full force and effect and have not been modified, amended, or rescinded as of the date hereof; (iii) the District Documents, assuming due authorization, execution and delivery by the other parties thereto, are legal, valid, and binding obligations of the District, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors’ rights generally and by the principles of equity if equitable remedies are sought; (iv) to my knowledge, the execution and delivery of the District Documents and compliance by the District with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the District a breach of or default under any agreement or other instrument applicable to or binding upon the District, or any existing law, regulation, court order, or consent decree to which the District is subject; (v) the Official Statement has been duly approved by the District; and (vi) there is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, or body pending with respect to which the City or the District has been served with process or, to my knowledge, threatened in writing against the City or the District, wherein an unfavorable decision, ruling, or finding would: (a) affect the creation, organization, existence, or powers of the City or the District, or the titles of their respective officers or the City Council members to their respective offices; (b) enjoin or restrain the issuance, sale, and delivery of the Bonds, the lien, the levy, and the collection of the Special Tax, or the pledge thereof; (c) questions the rights, powers, duties, or obligations of the District with respect to the Special Tax or the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) questions the authority for the issuance of the Bonds, the validity or enforceability of the Bonds, or the District Documents; or (e) questions the transactions contemplated by the District Documents or the Official Statement; A letter, dated the date of the Closing and addressed to the Underwriter and the District, of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, disclosure counsel (the “Disclosure Counsel”), to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the District, the Special Tax Consultant and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and as of the date of the Purchase Agreement and the Official Statement as of its date and as of the date of the Closing contained or 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 light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial statements or other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, any information about valuation, appraisals, absorption, archeological or environmental matters, or any information about The Depository Trust Company or the book-entry-only system); One or more certificates dated the Closing Date from Webb Municipal Finance, LLC (the “Special Tax Consultant”) addressed to the District and the Underwriter to the effect that (i) the amount of the Special Taxes that could be levied in each Fiscal Year on all Parcels (as defined in the Rate and Method of Apportionment of Special Tax) of Developed Property in the District that are not delinquent in the payment of any Special Taxes then due and owing is at least one hundred ten percent (110%) of the total Annual Debt Service for each such Fiscal Year on the proposed Bonds, plus reasonably anticipated Administrative Expenses, and (ii) all information supplied by them for use in the Official Statement is true and correct as of the date of the Official Statement and as of the Closing Date; A certificate of the District dated the Closing Date, in a form acceptable to Bond Counsel, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent dated the Closing Date and addressed to the District and the Underwriter to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms; A Letter of Representations of Century and Trumark in connection with the printing of the Preliminary Official Statement dated the date of the Preliminary Official Statement, attached as Exhibit C hereto or as such Letter of Representations may be modified with the approval of the Underwriter and Underwriter’s Counsel, and a Closing Certificate of Century and Trumark dated the Closing Date, substantially in the form attached as part of Exhibit C hereto; An opinion letter from counsel to Century and Trumark addressed to the Underwriter in form and substance acceptable to the Underwriter; Developer Continuing Disclosure Certificates of Century and Trumark substantially in the form attached as Appendix I of the Official Statement (the “Developer Continuing Disclosure Certificate”); A letter dated the Closing Date from BTI Appraisal (the “Appraiser”) addressed to the Underwriter and the District to the effect that it has prepared the appraisal report (the “Appraisal”) with respect to the property located within the District, and that (a) the Appraisal, set forth in Appendix D to the Official Statement, may be included in the Preliminary Official Statement and the Official Statement, (b) the Appraisal in Appendix D and the information in the Official Statement referring to the Appraisal 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, and (c) nothing has come to the attention of the Appraiser that would lead the Appraiser to believe that the value of the property in the District is less than the minimum value of such property reported in the Appraisal; G-17 letter from the Underwriter acknowledged by the District; and Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the District’s representations and warranties contained herein and the due performance or satisfaction by the District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the District and the District in connection with the transactions contemplated hereby and by the Official Statement.
If the 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 Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 5, Section 6 and Section 8 hereof shall continue in full force and effect.
Conditions of the District’s Obligations. The District’s obligations hereunder are subject to the Underwriter’s performance of its obligations hereunder, and are also subject to the following conditions:
As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the District executing the certificate referred to in Section 3(c)(6) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the District Documents or the existence or powers of the District; and As of the Closing Date, the District shall receive the approving opinion of Bond Counsel referred to in Section 3(c)(3) and (5) hereof, dated as of the Closing Date.
Expenses.
The Underwriter shall be under no obligation to pay, and the District shall pay or cause to be paid (solely from proceeds of the Bonds) all expenses incident to the performance of the District’s obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (including the fees and disbursements of the Underwriter’s counsel); and the fees and disbursements of the Fiscal Agent for the Bonds, Bond Counsel, Financial Advisor, Appraiser, Special Tax Consultant, and any accountants, engineers or any other experts or consultants the District has retained in connection with the Bonds; and The District shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including any advertising expenses.
Notices. Any notice or other communication to be given to the District under this Purchase Agreement may be given by delivering the same in writing to the District at 13220 Central Avenue, Chino, California 91710, Attention: City Manager; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Raymond James & Associates, Inc., 39 E. Union Street, Pasadena, California 91103 Attention: Jose Vera.
Parties in Interest. This Purchase Agreement is made solely for the benefit of the District and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof.
Survival of Representations and Warranties. The representations and warranties of the District set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement 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 District and regardless of delivery of and payment for the Bonds.
Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the District and shall be valid and enforceable as of the time of such acceptance.
No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the District. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Governing Law. This Purchase Agreement shall be governed by the laws of the State of California.
Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
Very truly yours,
RAYMOND JAMES & ASSOCIATES, INC.
By:
Authorized Signatory
ACCEPTED:
Community Facilities District No. 2003-3 OF THE CITY OF CHINO By:
Authorized Signatory
Time of Execution: __________________
EXHIBIT A
MATURITY SCHEDULE
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
Maturity Date
(September 1)
Principal Amount
Interest Rate
Yield
Price
______________
* Term Bonds.
** Yield to optional redemption date of September 1, 203__ at par.
The purchase price of the Bonds shall be $_________, which is the principal amount thereof ($___________) plus net original issue premium of $_________ and less Underwriter’s discount of $___________.
Maturity Date
(September 1)
10% Test
Satisfied
10% Test
Not
Satisfied
Subject to Hold-The-Offering-Price Rule
EXHIBIT B
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the City Manager of the City of Chino acting as the legislative body of the Community Facilities District No. 2003-3 of the City of Chino (the “District”), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds (the “Bonds”) in order to enable the underwriter of the Bonds to comply with Rule 15c212 promulgated under the Securities and Exchange Act of 1934, as amended (the “Rule”); (2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated ________, 2025 setting forth information concerning the Bonds and the District (the “Preliminary Official Statement”); and (3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term “Permitted Omissions” refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.
IN WITNESS WHEREOF, I have hereunto set my hand as of __________, 2025.
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO By:
Its: City Manager
EXHIBIT C
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
LETTER OF REPRESENTATIONS OF
[CENTURY COMMUNITIES OF CALIFORNIA, LLC][TRUMARK HOMES, INC.] __________, 2025
City of Chino
13220 Central Avenue
Chino, California 91710
Community Facilities District No. 2003-3 of the City of Chino 13220 Central Avenue
Chino, California 91710
Raymond James & Associates, Inc.
39 E. Union Street
Pasadena, California 91103
Ladies and Gentlemen:
This Letter of Representations of [Century Communities of California][Trumark Homes, Inc.] (the “Letter of Representations”) is delivered pursuant to Section 3(d)(12) of the Bond Purchase Agreement (the “Purchase Agreement”) to be entered into in connection with the issuance, sale and delivery by Community Facilities District No. 2003-3 of the City of Chino (the “District”) of the Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds (the “2025 Bonds”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Purchase Agreement.
The undersigned certifies that he is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of [Century Communities of California, a Delaware limited liability company][Trumark Homes, Inc., a ______ corporation] (the “Property Owner”), and the undersigned, on behalf of the Property Owner, further certifies as follows:
1. The Property Owner is a [limited liability company duly formed and in good standing under the laws of the State of Delaware][______ corporation duly formed and in good standing under the laws of the State of _______] and has all requisite [limited liability company][corporate] right, power and authority (i) to execute and deliver this Letter of Representations and the Merchant Builder Continuing Disclosure Certificate to be executed by the Property Owner at Closing substantially in the form attached as Appendix I-1 to the Preliminary Official Statement (“Continuing Disclosure Certificate”), (ii) to develop (i.e., construct homes) on its property in Improvement Area No. 11 of the District as described in the Preliminary Official Statement, and (iii) to perform its obligations under the Continuing Disclosure Certificate.
2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within Improvement Area No. 11 of the District is held in the name of the Property Owner (such portion of the property hereinafter referred to as the “Property”). The undersigned, on behalf of the Property Owner, makes the representations herein with respect to all such Property. The Property Owner has not entered into an agreement for development or management of the Property by any third party entity, except such subcontracts, consultant agreements and similar agreements for land development activities associated with the Property Owner’s development plan as are entered into in the ordinary course of business.
3. [Reserved].
4. 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 Property Owner (with proper service of process to the Property Owner having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Relevant Entity (with proper service of process to such Relevant Entity having been accomplished), or to the Actual Knowledge of the Undersigned is threatened in writing against the Property Owner or any such Relevant Entity (a) to restrain or enjoin the collection of the Special Tax or other sums pledged or to be pledged to pay the principal of and interest on the 2025 Bonds (e.g., the reserve fund established under the Fiscal Agent Agreement), (b) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement, (c) in any way contesting or affecting the validity of the Special Tax, or (d) which, if successful, is reasonably likely to materially and adversely affect the Property Owner’s ability to develop the Property as described in the Preliminary Official Statement, to pay the Special Tax levied against the portion of the Property then owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency, or the ability of the Property Owner to perform its obligations under the Continuing Disclosure Certificate.
5. The Property Owner agrees to execute at the closing of the 2025 Bonds the Continuing Disclosure Certificate substantially in the form attached as Appendix I-1 to the Preliminary Official Statement, with such additional changes as may be agreed upon by the Property Owner. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Property Owner has not failed in any material respect to comply with any previous undertaking by it to provide periodic continuing disclosure reports or notices of listed events with respect to community facilities districts or assessment districts in California within the past five years.
6. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information contained therein solely with respect to the Property Owner, its Relevant Entities, the Property, the Property Owner’s development plan, the Property Owner’s financing plan, the Property Owner’s lenders, if any, and contractual arrangements of the Property Owner or any Relevant Entities (including, if material to the Property Owner’s development plan or the Property Owner’s financing plan, loans of such Relevant Entities) as set forth under the captions “INTRODUCTION – The District and Improvement Area No. 11” (as to the information regarding the Property Owner and the Property only but excluding the first three paragraphs), “THE DISTRICT AND IMPROVEMENT AREA NO. 11 – Ownership of Property in Improvement Area No. 11” (as to the information regarding the Property Owner and the Property only), “PROPERTY OWNERSHIP AND THE DEVELOPMENT—The Merchant Builders – [Century][Trumark],” “—The Development Plans – General Description of Improvement Area No. 11,” “The Development Plans – [Century’s][Trumark’s] Development and Financing Plan,” “SPECIAL RISK FACTORS—Hazardous Substances” (as to the second to last sentence of the second paragraph only and only as to the Property Owner and the Property), and “CONTINUING DISCLOSURE—[Century][Trumark]” (but in all cases under all captions excluding information which is identified as having been provided by a source other than the Property Owner), 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. Except as described in the Preliminary Official Statement, there are no material loans outstanding and unpaid and no material lines of credit of the Property Owner or its Relevant Entities, that are secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is in default on any obligation to repay borrowed money which default is reasonably likely to materially and adversely affect the Property Owner’s ability to develop the Property as described in the Preliminary Official Statement, to pay the Special Tax levied against the portion of the Property then owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency, or to perform its obligations under the Continuing Disclosure Certificate.
8. To the Actual Knowledge of the Undersigned, the Property Owner is not aware that any of the Property has a current liability with respect to the presence of a substance presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable California law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.
9. The Property Owner covenants that, while the 2025 Bonds or any refunding obligations related thereto are outstanding, the Property Owner and its Relevant Entities 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 District, to challenge the adoption of Ordinance No. 2024-012 of the District levying the Special Tax within Improvement Area No. 11 of the District, to invalidate the District or any of the 2025 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 notices of special tax lien relating thereto. The foregoing covenant shall not prevent the Property Owner and its Relevant Entities in any way from bringing any other 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 Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment, pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, or (c) an action or suit to enforce the obligations of the City and/or the District under the Resolution of Issuance and Resolution of Formation, the Fiscal Agent Agreement, or any other agreements among the Property Owner, its Relevant Entities, the City and/or the District or to which the Property Owner or its Relevant Entities is a party or beneficiary.
10. The Property Owner consents to the issuance of the 2025 Bonds. The Property Owner acknowledges and agrees that the proceeds of the 2025 Bonds will be used as described in the Preliminary Official Statement.
11. The Property Owner intends to comply with the provision of the Mello-Roos Community Facilities 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.
12. To the Actual Knowledge of the Undersigned, the Property Owner is able to pay its bills as they become due and no legal proceedings are pending against the Property Owner (with proper service of process having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Property Owner 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.
13. To the Actual Knowledge of the Undersigned, Relevant Entities of the Property Owner are able to pay their bills as they become due and no legal proceedings are pending against any Relevant Entity of the Property Owner (with proper service of process having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Relevant Entities of the Property Owner 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 debt 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.
14. The Property Owner has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Property Owner has been delinquent at one time or another in the payment of ad valorem property taxes, special assessments, or special taxes. However, to the Actual Knowledge of the Undersigned, during the last five years, neither the Property Owner nor any current Relevant Entity (during their period of ownership) has been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property in California owned by the Property Owner or any such Relevant Entity (during the period of their ownership) included within the boundaries of a community facilities district or an assessment district that (a) 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 by a court filing against the delinquent Property Owner or its Relevant Entity.
15. The Property Owner has not filed for the reassessment of the assessed value of portions of the Property, other than in connection with the sale of homes to individual homebuyers.
16. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits, actions or contingent liabilities by and among the Property Owner, its Relevant Entities or any contractors working on the development of the Property which is reasonably likely to materially and adversely affect the Property Owner’s ability to develop the Property as described in the Preliminary Official Statement, to pay the Special Tax levied against the portion of the Property then owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency, or to perform its obligations under the Continuing Disclosure Certificate.
17. Based upon the current development plans, including, without limitation, the current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled “SPECIAL RISK FACTORS,” to the Actual Knowledge of the Undersigned, the Property Owner presently anticipates that it will have sufficient funds to complete the development of the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the portion of the Property then owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency and does not anticipate that the City or the District will be required to resort to a draw on the reserve fund for payment of principal of or interest on the 2025 Bonds due to the Property Owner’s nonpayment of the Special Tax. However, neither the Property Owner nor any of its Relevant Entities are obligated to pay the Special Tax or to make any additional capital contribution or loan to the Property Owner at any time, and the Property Owner reserves the right to change its development plan and financing plan for the Property at any time without notice, and there is no recourse against the Property Owner for the failure to pay the Special Tax other than the filing of a foreclosure action.
18. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 6 herein (and subject to the limitations and exclusions contained in Paragraph 6 herein), the Property Owner agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, the Underwriter and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent such losses, claims, damages, liabilities or actions or legal or other expenses, arise out of or are based upon any untrue statement of a material fact or the omission of a material fact by the Property Owner in the above-referenced information in the Preliminary Official Statement, as of the dates indicated in the Preliminary Official Statement, necessary to make the statements made by the Property Owner contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Property Owner may otherwise have to any Indemnified Party, provided that in no event shall the Property Owner be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Property Owner in writing; provided that the failure to notify the Property Owner shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Property Owner shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Property Owner thereof, the Property Owner shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Property Owner and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Property Owner has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are in conflict with those available to the Property Owner such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Property Owner and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual differing interest between them. It is understood and agreed that the Property Owner shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Property Owner shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Property Owner agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment as set forth above. The Property Owner shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
19. If between the date hereof and the Closing Date any event relating to or affecting the Property Owner, its Relevant Entities, the Property, the Property Owner’s development plan, the Property Owner’s financing plan, the Property Owner’s lenders, if any, and contractual arrangements of the Property Owner or any Relevant Entities (including, if material to the Property Owner’s development plan or the Property Owner’s financing plan, loans of such Relevant Entities) shall occur of which the Property Owner has actual knowledge which would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 6 hereof (and subject to the limitations and exclusions contained in Paragraph 6 herein), 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 Property Owner shall notify the City, the District 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 Property Owner shall reasonably cooperate with the City and the District in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City, the District and to the Underwriter.
20. The Property Owner agrees to deliver the Closing Certificate of [Century Communities of California][Trumark Homes, Inc.] (the “Closing Certificate”) dated the date of issuance of the 2025 Bonds at the time of issuance of the 2025 Bonds in substantially the form attached as Exhibit A. If any event related to or affecting the Property Owner, its Relevant Entities, or the ownership, development or sale of the Property occurs, as a result of which it is necessary to modify the Closing Certificate, the Property Owner agrees to deliver a new Closing Certificate revised to reflect such event.
21. On behalf of the Property Owner, I have reviewed the contents of this Letter of Representations and have met with counsel to the Property Owner for the purpose of discussing the meaning of the contents of this Letter of Representations. The Property Owner acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Property Owner and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Property Owner under such securities laws.
The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Property Owner 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 Property Owner. [CENTURY COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company][TRUMARK HOMES, INC., a _______ corporation] By:
Name:
Title:
EXHIBIT A
$___________
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
CLOSING CERTIFICATE OF [CENTURY COMMUNITIES OF CALIFORNIA, LLC][TRUMARK HOMES, INC.] __________, 2025
City of Chino
13220 Central Avenue
Chino, California 91710
Community Facilities District No. 2003-3 of the City of Chino 13220 Central Avenue
Chino, California 91710
Raymond James & Associates, Inc.
39 E. Union Street
Pasadena, California 91103
Ladies and Gentlemen:
Reference is made to Community Facilities District No. 2003-3 of the City of Chino 2025 Special Tax Bonds (the “2025 Bonds”) and to the Bond Purchase Agreement, dated ________, 2025 (the “Purchase Agreement”), entered into in connection therewith. This Closing Certificate of [Century Communities of California, LLC][Trumark Homes, Inc.] (the “Closing Certificate”) is delivered pursuant to the Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of [Century Communities of California, LLC][Trumark Homes, Inc.] (the “Letter of Representations”), dated ___________, 2025, delivered by [Century Communities of California, LLC, a Delaware limited liability company][Trumark Homes, Inc., a ______ corporation] (the “Property Owner”).
The undersigned certifies that he is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Property Owner, and the undersigned, on behalf of the Property Owner, further certifies as follows:
1. The Property Owner has received the final Official Statement relating to the 2025 Bonds (the “Official Statement”). To the Actual Knowledge of the Undersigned, 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. The Property Owner has executed the Continuing Disclosure Certificate.
3. 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 the sections of the Official Statement referenced in Paragraph 6 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 6 of the Letter of Representations) relating to the Property Owner, its Relevant Entities, the proposed development of the Property, ownership of the Property, the Property Owner’s development plan, the Property Owner’s financing plan, the Property Owner’s lenders, if any, and contractual arrangements of the Property Owner or any Relevant Entities (including, if material to the Property Owner’s development plan or the Property Owner’s financing plan, other loans of such Relevant Entities), 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.
4. For the period through 25 days after the “end of the underwriting period” as defined in the Purchase Agreement to mean the Closing Date unless the Underwriter gives notice to the contrary, if any event relating to or affecting the Property Owner, its Relevant Entities, ownership of the Property, the Property Owner’s development plan, the Property Owner’s financing plan, the Property Owner’s lenders, if any, and contractual arrangements of the Property Owner or any Relevant Entities (including, if material to the Property Owner’s development plan or the Property Owner’s financing plan, loans of such Relevant Entities) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City or the District, 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 was delivered to a purchaser, the Property Owner shall reasonably cooperate with the City and the Underwriter in the preparation and publication of a supplement or amendment to the information described in the sections of the Official Statement referenced in Paragraph 6 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 6 herein), in form and substance satisfactory to the Underwriter and counsel to the City and the District 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.
The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Property Owner 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 Property Owner. [CENTURY COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company][TRUMARK HOMES, INC., a _______ corporation] By:
Name:
Title:
EXHIBIT D
FORM OF ISSUE PRICE CERTIFICATE
$___________
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
The undersigned, on behalf of Raymond James & Associates, Inc. (the “Underwriter”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of 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 of the Bonds was sold to the Public is the respective price listed in Schedule A.
2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Issuer means Community Facilities District No. 2003-3 of the City of Chino. (c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate relating to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
RAYMOND JAMES & ASSOCIATES, INC.
By:_______________________________________
Name:_____________________________________
Dated: ________, 2025
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“Actual Knowledge of the Undersigned” means, as of the date of signing, the knowledge that the individual signing on behalf of the Property Owner currently has or has obtained through (i) interviews with such current officers and responsible employees of the Property Owner and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to sign 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 Property Owner’s current business and operations. The individual signing this Letter of Representations has not contacted any individuals who are no longer employed by or associated with the Property Owner or its Relevant Entities. “Relevant Entity” means, with respect to the Property Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Property Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 11 of the District and investment decision regarding the 2025 Bonds (i.e., information regarding such Person’s assets or funds that would materially affect the Property Owner’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax on the portion of the Property then owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.