Attachment 8 - Local Obligations Bond Purchase Agreement.pdf — Chula Vista City Council, February 20, 2024

Stradling Yocca Carlson & Rauth
Draft of 1/22/24

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LOCAL OBLIGATIONS PURCHASE AGREEMENT
This LOCAL OBLIGATIONS PURCHASE AGREEMENT (this “Purchase Agreement ”), dated __________, 2024, is by and among the following parties:
(i) Chula Vista Municipal Financing Authority (the “Authority ”), a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Sect ion 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”);
(ii) City of Chula Vista Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) (“CFD No. 06 -I”), a community facilities district organized and existing under the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”); (iii) City of Chula V ista Community Facilities District No. 07 -I (Otay Ranch Village Eleven) (“CFD No. 07 -I”), a community facilities district organized and existing under the Mello - Roos Act;
(iv) City of Chula Vista Community Facilities Di strict No. 08-I (Otay Ranch Village Six) (“CFD No. 08-I”), a community facilities district organized and existing under the Mello -Roos Act; and
(v) City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) (“CFD N o. 2001 -2”), a community facilities d istrict organized and existing under the Mello-Roos Act (CFD No. 06-I, CFD No. 07 -I, CFD No. 08 -I and CFD N o. 2001-2 shall each be referred to herein as a “CFD” and together as the “CFDs”).

WITNESSETH:

WHEREAS, the Authority is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for t he purpose of financing the acquisition of bonds, notes and other obligations to provide financing or refinancing for public capital improvemen ts of certain local agencies within the State of California, including the CFDs;
WHEREAS, the CFDs are issuing th e following bonds (the “Local Obligations”) pursuant to the following bond indentures to discharge the outstanding bonds described below:
(a) $_________ City of Chula Vist a Community Facilities District No. 06-I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A 2024 Special Tax Refunding Bonds (the “CFD No. 06 -I IAA Bonds ”) being issued by CFD No. 06 -I pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 06-I IAA Indenture”), by and between CFD No. 06-I and Wilmington Trust, National Association , as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area A Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAA Bonds”); (b) $_________ City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B 2024 Special Tax Refunding Bonds (the “CFD No. 06 -I IAB Bonds ”) being i ssued by CFD No. 06 -I pursuant to a Bond Indenture, dated as of

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March 1, 2024 (the “CFD No. 06-I IAB Indenture”), by and between CFD No. 06-I and Wilmington Trust, National Association , as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 06 -I (Eastlake - Woods, Vistas and Land Swap) Improvement Area B Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 06-I IAB Bonds”); (c) $_________ City of Chula Vista Community Facilities District No. 07-I (Otay Ranch Village Eleven) 2024 Special Tax Refunding Bonds (the “CFD No. 07 -I Bonds”) being issued by CFD No. 0 7-I pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 0 7-I Indenture”), by and between CFD No. 07-I and Wilmington T rust, National Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 07 -I (Otay Ranch Village Eleven) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 07-I Bonds”); (d) $_________ City of Chula Vista Community Facilities District No. 08-I (Otay Ranch Village Six) 2024 Special Tax Refunding Bonds (the “CFD No. 08-I Bonds”) being issued by CFD No. 08-I pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 08-I Indenture”), by and between CFD No. 08-I a nd Wilmington T rust, National Association , as trustee to refund the outstanding City of Chula Vista Community Facilities District No. 0 8-I (Otay Ranch Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 08-I Bonds”); and (e) $_________ City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) 2024 Special Tax Refunding Bonds (the “CFD No. 2001-2 Bonds”) being issued by CFD No. 2001-2 pursuant to a Bond Indenture, dated as of March 1, 2024 (the “CFD No. 2001-2 Indenture” and together with the CFD No. 06-I IAA Indenture, the CFD No. 06-I IAB Indenture, the CFD No. 07-I I ndenture and the CFD N o. 08 -I Indenture, the “CFD Indentures” and each a “CFD Indenture”), by and between CFD No. 2001-2 and Wilmington Trust, National Association, as trustee, to refund the outstanding City of Chula Vista Community Facilities District No. 2001 -2 (McMillin – Otay Ranch – Village Six) Special Tax Refunding Bonds, Series 2013 (the “Prior CFD No. 2001-2 Bonds” and together with the Prior CFD No. 06-I IAA Bonds, the Prior CFD No. 06-I IAB Bonds , the Prior CFD No. 07-I Bonds and the Prior CFD No. 08-I Bonds, the “Prior Bonds”);
WHEREAS, the Authority has authorized the issuance of its $___________ Chula Vista Municipal Financing Authority Local Agency Revenue Refunding Bonds , Series 2024 (the “Authority Bonds”), under an Indenture of Trust dated as of March 1, 20 24 (the “ Authority Indenture”), by and betwe en the Authority and Wilmington Trust, National Association, as tr ustee (the “Trustee”) and under the Bond Law for the purpose of refunding the Authority’s Special Tax Revenue Refunding Bonds, Series 2013; and
WHEREAS, the Auth ority and the CFDs desire to enter into this Purchase Agreement providing for the purchase and sale of the Local Obligations by the CFDs to the Authority and containing the other agreements herein set forth.

NOW, THEREFORE, in considera tion of the mutual agreements herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Authority and the CFDs agree as follows:

1. Upon the terms and conditions and upon the basis o f the representations, warranties and agreements hereinafter set forth, the CFDs hereb y commit to sell to the Authority and do hereby sell to the Authority, and the Authority hereby commits to purcha se from the CFDs and does hereby

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purchase from the CFDs, the Local Obligations. The Local Obligations will bear the annual interest rates and mature at the times s et forth in Exhibit A attached hereto and hereby made a p art hereof.

The aggregate purchase price of the Local Obligations is set forth below and the individual purchase price of each issue of the Local Obligations shall be as set forth in Exhibit A.

2. All terms not herein defined shal l have the meanings given such terms in the Authority Indenture.

3. The CFDs confirm that there are no substantial conditions precedent to the i ssuance by the CFDs and to the sale (as provided herein) and the delivery to the Authority of the Local Obligations.

4. The parties hereto he reby specify ________, 20 24, as the date of closing of the purchase of the Local Obligations hereunder (the “Closing Date”). The Local Obligations shall be registered in the name of the Trustee, as assignee of the Authority. On the Closing Date, each CFD shall issue and deliver its Local Obligations to the Trustee.

5. Each series of the Local Obligations shall be as described in the Official Statement dated as of the date hereof relating t o the Authority Bonds (the “Official Statement” ) and shall be issued and secured under the provisions of the applicable CFD Indenture. The Local Obligations and interest thereon will be payable from Special Taxes levied and collected in accordance with th e CFD Indentures.

6. Any action under this Purchas e Agreement taken b y the Authority, including payment for and acceptance of the Local Obligations, and delivery and execution of any receipt for the Local Obligations and any other ins truments in connection with the closing on the Closing Date, shall be valid and sufficient for all purposes and binding upon the Authority, provided that any such action s hall not impose any obligation or liability upon the Authority other than as may aris e as expressly set forth in this Purchase Agreement.

7. It is a condition t o the CFDs’ sale an d deli very of t he Local Obligations to the Authority, and to the Authority’s pur chase of the Local Obligations , that the e ntire aggregate principal amount of the Local Obligations set forth in Exhibit A shall be delivered by the CFDs, an d accepted by the Authority, on the Closing Date.

8. The CFDs have fur nished some, but not all, of the informat ion contained in the Official Statement and hereby authorize the use of that information by the Authority in connection with the public offering and sale of the Authority Bonds.

9. Each CFD represents and warrants to the Authority that:
(a) It is a community facilities district forme d under the Mello-Roos Act, duly organized and existing under the Constitution and laws of the State of Calif ornia, and has, and on the Closing Date will have, full legal right, power and authority (i) to enter into this Purchase Agreement and to execute and deliver its CFD Indenture relating to i ts Local Obligations (the CFD Indentures and this Purchase Agreement are referr ed to collectively herein as the “CFD Documents”), (ii) to issue, sell and deliver its Local Obligations to the Authority as provided h erein, and (iii) to carry out and consummate the transactions contemplated by its CFD Documents and the Official Statement;

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(b) It has complied, and will on the Closing Date be in compliance in all respects, with the CFD Documents to which it is a party;
(c) By official action of the City Council of the Chula Vista (the “City”), as the legislative body of the CFD, the CFD has duly authori zed and approved the execut ion and delivery of, and the performance of its obligations contained in, its Local Obligations and its CFD Documents, and the con summation b y it of all other transactions contemplated by the Official Statement;
(d) The execution and delivery of the CFD Docume nts to which it is a party and its Local Obligations and compliance with the provisions of each thereof, and the carrying out and consummation of the transactions contemplated by the Official Statement, will no t conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State of California or the United States, or any applicable judgment, decree, agreement or other instrument to which it is a party or is otherwise subject;
(e) To its knowledge, at the time of its acceptance hereof and at all times subsequent thereto up to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact requ ired to be stated therein or necessary to make the statements therein with respect to it and its CFD Documents , in the light of the circumstances under which they were made, not misleading; (f) Except as described in the Official Statement, there is no action, suit, proceeding or invest igation before or by any court, public board or body pending or, to its knowledge, threatened against it, wherein an unfavorable decision, ruling or finding would: (i) affect its creation, organization, existe nce or powers or th e titles of its members and officers to their respective offices, (ii) enjoin or restrain the issuance, sale and delivery of its Local Obligations, the levy and re ceipt of the Special Taxes which secure its Local Obligations , or the pled ge thereof, (iii) in any way question or affec t any of its rights, powers, duties or obligations with respect to the moneys pledged or to be pledged to pay the principal of, pr emium, if any, or interest on its Local Obligations, (iv) in any way question or affect any authority for the issuance of its Local Obligations, or the validity or enforceability of its Local Obligations or the CFD Documents to which it is a party, or (v) in any way question or affect this Purchase Agreement or the transactions contem plated by the CFD Documents to which it is a p arty, the Official Statement, the other documents referred to in the Official Statement, or any other agreement or instrument to w hich it is a party relating to its Local Obligations;
(g) It will furnish such information, execute such instruments and take such other action in cooperation with the Authority, as the Authority may reasonably request, to qualify the Authority Bonds for offer and s ale u nder the Blue Sky or other securities laws and regulations of such st ates and other juri sdictions of the United Sta tes as the Authority may designate, and will assist, if necessary therefor, in the continuance of such qualifications in effect as long as required for the distribution of the Authority Bonds; provided, however, that it shall not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any state; (h) The issuance and sale of its Local Obligations is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof;

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(i) Any certificate signed by any official of the City authorized to do so on its behalf shall be deemed a representation and warranty by the CFD to the Authority as to the statements made therein.

10. If between the date of this Purchas e Agreement and the date twenty-five (25) days after the Closing Date an event occurs which is materially adverse to the purpose f or whi ch th e Official Statement is to be used which is not disclosed in the Offi cial Statement, it shall notify the Authority of such fact.

11. At 9:00 a.m., Pacific Time, on the Closing Date, or at such oth er time or on such other date as is mutually agreed b y the City and the Authority (a) the CFDs will deliver the Local Obligations t o the Trustee in defini tive form, duly execute d, together with the other documents hereinafter mentioned, (b) subject to the terms and conditions hereof, the Truste e will accep t such delivery and pay the purchase price of the Local Obligation s. Delivery and payment, as aforesai d, shall be made at such place as shall have been mutually agreed upon by the City and the Authority.

12. The Authority has entered into this Purchase Agreement in reliance upon t he representations, warranties and agreements of the CFDs contained herein and to be contained in the documents and instruments to be delivered on the Closing Date, and upon th e performance by the CFDs of their respective obligations hereunder, both as of the date hereof and as of the Closing Date.

Accordingly, the Authority’s obligat ions under this Purchase Agreement to purchase, to accept delivery of and to pay fo r the Local Obligations shall be subject to the performance by the CFDs of their respective obligations to be performed hereunder and unde r such documents and instruments at or prior to the Closing Date, and shall also be subject to the following conditions:
(a) The repre sentations and warranties of the CFDs containe d herein shall be true, complete a nd correct on the date hereof and on and as of the Closing Date, as if made on th e Closing Date;
(b) On the Closing Date the CFD Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, and the Official Statement shall not have been amended, modified or suppl emented, except in either case as m ay have been agreed to by both the Authority and Raymond James & Associates, Inc. , as underwriter o f the Authority Bonds (the “Underwriter”);
(c) As of the Closing Date, all official action of the CFDs relating to the issuance of the Local Obligations and the execution and delivery of the CFD Documents, shall be in full force and effect, and there shall have bee n take n all such actions as, in the opinion of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”), shall be necessary or appropriate in connection the rewith, with the issuance of the Authority Bonds and the Local Obligations, and with t he tr ansactions contemplated hereby, all as described in the Official Statement; (d) The Authority shall have the right to terminate the Authorit y’s obligations under this Pu rchase Agreement to purchase, to accept delivery of and to pay for the Local Obligations by notifying the CFDs of its election to do so if, after the execution h ereof and prior to the Cl osing Date: (i) either the marketability of the Authority Bonds or th e market price of the Authority Bonds, in the opinion of the Authority, has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of the State of California, by any ruling or regulation (final, temporary or proposed) issued by or on behalf of the

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Department o f the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental age ncy of the State of Californi a, or by a tentat ive decision with respect to legislation reached by a committee of th e Hou se o f Representatives or the Senate of the Congres s of the United States, or by legislation enacted by, pending in, or favorably reporte d to either the House of Repr esentatives or th e Senate of the Congress of the United States or either house of the Legislature of the State of California, or formally proposed to the Congres s of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication, affecting the tax status of the Authority or the CFDs, their property or income, their bonds (including the Authority Bonds and the Local Obligations) or the interest thereon, or any t ax exemption granted or authorized by the Bond Law; (ii) the United States shall have become engaged in: hostilities which have resulted in a d eclaration of war or nati onal emergency, or there shall have occurred any other outbreak of hos tilities, or a lo cal, national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis b eing such as, in the reasonable opinion of the Authority, would affect materially and adversely the ability of the Authority to market the Authority Bonds (it being agreed by the Authority that t here is no outbreak, calamity or crisis of such a character as of the date hereof ); (iii) there shall have occurred a general suspension of trading on the New York Stock Exchan ge or the declaration of a general banking moratorium by the United States, New York State or California State authorities; (iv) there shall have occurred a withdrawal or downgrading of any rating assigned to the Authority Bonds; (v) an event occurs which in the opinion of the Authority requires a supplement or amendment to the Official Statement, and such supplement or amendment is not agreed to by the CFDs; or ( v) any other event occurs which results in the Underwriter for the Authority Bonds canceling its purchase of the Authority Bonds; and (e) On or prior to the Closing Date, the Auth ority shall have received each of the following documents:
(1) All documents and opinions required to be received by the Trustee prior to the application of proceeds of the Authority Bonds to the purchase of the Local Obligations; (2) Opinions, in form and substan ce sat isfactory to the CFDs and the Authority, dated as of the Closing Date, of B ond Counsel, approving, w ithout qualification, the validity of the Local Obligations;
(3) A letter of Bond Counsel, dated the Closing Date and addressed to the Authority and the U nderwriter, to the effect that the opinion s referred to in th e preceding subparagraph (2) may be relied upon by the Authority and the Underw riter to the same extent as if such opinions were addressed to it;
(4) A supplemental opinion, dated the Closing Date and addressed to the Authority and the Underwriter, of Bond Counsel to the effect t hat this Purchase Agreement has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Authority, constitutes a legal, valid and binding agreement of the CFDs enforceable in accordance with its terms, except as such enforceability may be limited by th e application of equitable principles if equitable remedies are sought, and that the statements contained in the Official Statement (including the cover page and the Appendices thereto), insofar as such s tatements purport to summarize certain provisions of the Local Obligations or the CFD Documents, are accurate in all material respects;

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(5) A certificate dated the Closing Date, addressed to the Authority and the Underwriter, signed by an official of the CFDs having knowledge of the facts, to the effect that:
(i) The representations and warranties of the C FDs contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; and
(ii) The CFDs have complied with all agreements, covenants and arrangements, and satisfied all conditions, on their part to be complied with or satisfied on or prior to the Closing Date.
(6) An opinion, dated the date of Closing and addressed to the Authority and the Underwriter, of the City Attorney to the City (or any interim City Attorney), as counsel to the CFDs, to the effect tha t (A) the CFD Documents have been duly authorized, executed and delivered by the CFDs and constitute the legal, valid and b inding ag reement of the CFDs enforceable in accordance with their respective terms, exce pt as such enforceability may be limited by th e application of equitable principles if equitable r emedies are sought, (B) except as is specifically disclosed in the Official Statement, an d to the best of their knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the City or any CFD has been served with process or threatened, which (i) in any way questions the powers of the City Council or of any CFD, (ii) in any way questions the validity of any proceeding taken by the City Council in connection with the issuance of any of the Local Obligations, (iii) wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the CFD Documents, (iv) which, in any way, could adversely affect the validity or enforceability of the CFD Documents or any of the Local Obligations, or (v ) in any other way questions the status of the Local Obligations under State tax laws or regulations, and ( C) neither t he execution and delivery of the Local Obligations and the CFD Documents, nor the consummation of the transactions on the part of each CFD co ntemplated therein or the compliance by each CFD with the provisions thereof, will conflict with, or constitute on the part of any CFD a violation of, or a breach of or default under, (i) any indenture, mortgage, commitment, note or other agreement or instrument to which the City or any CFD is a party or by which it is bound, (ii) any provision of the Mello -Roos Act or the State Constitution or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which any CFD (or the members of the City Council of the City or any of its officers in their respective capacities as such) is subject, that would have a material adverse effect on the ability of any CFD to perform its respective obligations under its respective series of Local Obligations or CFD Documents; provided, however, that no opinion need be expressed as to financial capability or lack thereof; (7) Such additional l egal opinions, certificates, instruments and documents as the Authority or the Underwriter may reasonably request to ev idence the t ruth and accuracy, as of the date hereof and as of the Closing Date, of the CFDs’ representations and warranties cont ained he rein and of the statements and information con tained in the Official Statement; and
(8) Executed copies of the CFD Documents.

All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form a nd sub stance sa tisfactory to the Authority and the

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Underwriter, but the approval of the Authority and the Underwriter shall not be unreasonably withheld. The issuance and delivery of the Local Obligations shall constitute evidence of the satisfactory nature of such as to the Authority and the Underwriter. The performance of any and all obligations of the CFDs hereunder and th e performance of any and all conditions contai ned herein for the benefit of the Authority and the Underwriter may be waived b y the Authority and the Underwriter in their sole discretion.

If the CFDs shall be unable to satisfy the conditions to the obligati ons of the Aut hority to purchase, accept delivery of and pay for the Local Obligations contained in this Purchase Agreement, or if the obligations of the Authority to purchase, accept delivery of and pay for the Authority Bonds shall be terminated for any reason, this P urchase Agreement shall terminat e, and neither the Authority nor the CFDs shall be under further obligation her eunder, exc ept that the respec tive obligations of the CFDs and the Authority set forth in paragraphs 13 and 14 hereof shall continu e in full force and effect.

13. The CFDs shall be under no obligati on to pay, and the Authority shall pay the expenses incurred i n conn ection wi th issuan ce of the Authority Bonds and the Local Obligations from proceeds of the Authority Bonds.

14. This Purchase Agreement is made solely for the benefit of the Underwriter, the CFDs and the Authority (including their successors and assigns) , and no other person shall acquire or have any right hereunder or by virtue hereof. All of the CFDs’ representations, warranties and agreements contained in this Purchase Agre ement shall remai n operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Authority and the Underwriter or (ii) delivery of and payment for the Authority Bonds pursuant to t he Authority Indenture . Th e agreements contained in this paragraph shall survive any termination of this Purchase Agreement.

15. This Purchase A greement may be executed by the parties hereto in separate counterparts, each of which when so e xecuted and deliver ed shall be an original, bu t all such counterparts shall together constitute but one and the same instrume nt. The Underwriter is a third- party beneficiary of this Purchase Agreement.

16. In case any one or more of the provisions contained h erein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

17. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of California.

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IN WITNESS WHEREOF , the Authority and the CFDs have each caused th is Pur chase Agreement to be executed by their duly authorized officers all as of the date first above written.

CHULA VISTA MUNICIPAL FINANCING

AUTHORITY

By
Chief Financial Officer

CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 06-I (EASTLAKE – WOODS, VISTAS

AND LAND SWAP)

By
Deputy City Manager of the City of Chula Vista, on
behalf of City of Chula Vista Community Facilities
District No. 06-I (Eastlake - Woods, Vistas and Land
Swap)

CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 07-I (OTAY RANCH VILLAGE

ELEVEN)

By
Deputy City Manager of the City of Chula Vista, on
behalf of City of Chula Vista Community Facilities
District No. 07-I (Otay Ranch Village Eleven)

CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 08-I (OTAY RANCH VILLAGE SIX)

By
Deputy City Manager of the City of Chula Vista, on
behalf of City of Chula Vista Community Facilities
District No. 08-I (Otay Ranch Village Six)

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CITY OF CHULA VISTA COMMUNITY FACILITIES
DISTRICT NO. 2001-2 (MCMILLIN - OTAY RANCH

VILLAGE SIX)

By
Deputy City Manager of the City of Chula Vista, on
behalf of City of Chula Vista Community Facilities
District No. 2001-2 (McMillin – Otay Ranch – Village
Six)

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EXHIBIT A

MATURITY SCHEDULES AND PURCHASE PRICES

CFD NO. 06-I IAA BONDS
The purchase price of the CFD No. 06-I IAA Bonds shall be: $__________ (representing the par amount of the CFD No. 06 -I IAA Bonds, plus original issue premium of __________, less allocated Underwriter’s discount of $__________).