OFFICIAL NOTICE OF SALE
$16,065,000
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS
SERIES 2025
NOTICE IS HEREBY GIVEN that electronic bids will be received in the manner described below through the Ipreo LLC’s BiDCOMP TM/PARITY® System (“ Parity”) by the Chula Vista Municipal Financing Authority (the “Authority”) for the purchase of the revenue refunding bonds captioned above (the “Bonds”). Bidding procedures and sale terms are as follows:
Issue:
Time:
Place:
The Bonds are described in the Authority ’s Preliminary Official Statement for the Bonds dated August 6, 2025 (the “Preliminary Official Statement”).
Bids for the Bonds must be rec eived by the Authority by 9:30 a.m., California time, on August 19, 2025.
Electronic bids must be submitted in the manner and subject to the terms and conditions described under “TERMS OF SALE—Form of Bids; Delivery of Bids” below, but no bid will be accepted after the time for receiving bids specified above.
THE RECEIPT OF BIDS ON AUGUST 19, 2025, MAY BE POSTPONED OR CANCELLED AT OR PRIOR TO THE TIME BIDS ARE TO BE RECEIVED. NOTICE OF SUCH
POSTPONEMENT OR CANCELLATION WILL BE COMMUNICATED BY THE AUTHORITY
THROUGH THOMSON REUTERS AND BLOOMBERG BUSINESS NEWS (COLLECTIVELY, THE “NEWS SERVICES”) AND/OR PARITY (AS DESCRIBED IN “TERMS OF SALE—FORM OF BIDS; DELIVERY OF BIDS” BELOW) AS SOON AS PRACTICABLE FOLLOWING SUCH POSTPONEMENT OR CANCELLATION. Notice of the new date and time for receipt of bids shall be given through Parity and/or the News Services as soon as practicable following
a postponement and no later than 1:00 p.m., California time, on the business day preceding the new date for receiving bids.
As an accommodation to bidders, notice of such postponement and of the new s ale date and time will be given to any bidder requesting such notice in writing from the Authority’s municipal advisor (the “Municipal Advisor”):
Harrell & Company Advisors, LLC
13891 Newport Avenue, Suite 145
Tustin, California 92780
Telephone: 714-939-1464
attention: Suzanne Harrell
email: [email protected]
Preliminary, subject to change.
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However, failure of any bidder to receive such supplemental notice shall not affect the sufficiency of any such notice or the legality of the sale of the Bonds. See “TERMS OF SALE— Postponement or Cancellation of Sale.”
The Authority reserves the right to modify or amend this Official Notice of Sale in any respect, including, without limitation, increasing or decreasing the principal amounts for the maturities of the Bonds; provided, that any such modification or amendment will be communicated to potential bidders through the News Services and/or Parity not later than 1:00 p.m., California time, on the business day preceding the date for receiving bids. Failure of any potential bidder to receive notice of any modification or amendment will not affect the sufficiency of any such notice or the legality of the sale of the Bonds. Bidders are required to bid upon the Bonds as so modified or amended. See “TERMS OF SALE—Right to Modify or Amend.” Bidders are referred to the Preliminary Official Statement for additional information regarding the Authority, the Bonds, the security for the Bonds and other matters. See “CLOSING PROCEDURES AND DOCUMENTS—Official Stat ement.” Capitalized terms used and not defined in this Official Notice of Sale have the m eanings given to them in the Preliminary Official Statement.
This Official Notice of Sale will be submitted for posting to Parity (as described in “TERMS OF SALE—Form of Bids; Delivery of Bids” below). If the summary of the terms of sale of the Bonds posted on Parity conflicts with this Official Notice of Sale in any respect, the terms of this Official Notice of Sale shall control, unless a notice of an amendment is given as described herein.
TERMS RELATING TO THE BONDS
THE AUTHORITY FOR ISSUANCE, PURPOSES, PAYMENT OF PRINCIPAL AND
INTEREST, REDEMPTION, DEFEASANCE, SOURCES AND USES OF FUNDS, SECURITY
AND SOURCES OF PAYMENT, FORM OF LEGAL OPINION OF BOND COUNSEL AND
OTHER INFORMATION REGARDING THE BONDS ARE PRESENTED IN THE PRELIMINARY
OFFICIAL STATEMENT, WHICH EACH BIDDER IS DEEMED TO HAVE OBTAINED AND REVIEWED PRIOR TO BIDDING FOR THE BONDS. THIS OFFICIAL NOTICE OF SALE
GOVERNS ONLY THE TERMS OF SALE, BIDDING, AWARD AND CLOSING PROCEDURES FOR THE BONDS. THE DESCRIPTION OF THE BONDS CONTAINED IN THIS OFFICIAL
NOTICE OF SALE IS QUALIFIED IN ALL RESPECTS BY THE DESCRIPTION OF THE BONDS CONTAINED IN THE PRELIMINARY OFFICIAL STATEMENT.
Issue. The Bonds will be issued as fully registered bonds without coupons in book-entry only form in denominations of one Bond for each maturity of the Bonds, all dated the date of delivery, which is expected to be August 26, 2025. If the sale is postponed, notice of the new date of the sale will also set forth any new expected date of delivery of the Bonds.
Book-Entry Only. The Bonds will be registered in the name of a nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the Bonds. Individual purchases will be made in book-entry form only in denominations of $5,000 or any integral multiple thereof and the successful bidder (the “Purchaser”) will not receive certificates representing its interest in the Bonds purchased. As of the date of award of the Bonds, the Purchaser must either participate in DTC or must clear through or maintain a custodial relationship with an entity that participates in DTC.
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Interest Rates. Interest on the Bonds will be payable on March 1, 2026, and semiannually thereafter on September 1 and March 1 of each year (each an “Interest Payment Date”). Interest shall be calculated on the basis of a 30-day month, 360-day year from the dated date of the Bonds. Bidders may specify any number of separate interest rates for the Bonds, and the same interest rate or rates may be repeated as often as desired, provided:
(i)
each interest rate specified in any bid for the Bonds must be a multiple of one- twentieth or one-eighth of one percent per annum;
(ii)
the maximum interest rate bid for any maturity shall not exceed 6% per annum; (iii)
no Bond shall bear a zero rate of interest;
(iv) each Bond shall bear interest from its dated date to its stated maturity date at the single rate o
f interest for the respective Bond specified in the bid; and (v)
all Bonds maturing at any one time shall bear the same rate of interest.
See the Preliminary Official Statement – “THE BONDS – Description of the Bonds.” Maximum Discount. All bids must be for not less than all of the Bonds hereby offered for sale and must provide for a purchase price of not less than 99% of the aggregate par amount thereof or more than 110% of the aggregate par amount thereof.
Principal Payments. The Bonds shall be serial Bonds, as specified by each bidder, and principal shall be payable on September 1 of each year, commencing on September 1, 2026, as shown below. Subject to the Authority’s right to modify or amend this Notice of Sale (see “TERMS OF SALE—Right to Modify or Amend”), the final maturity of the Bonds shall be September 1, 2036. The principal amount of the Bonds maturing in any year shall be in integral multiples of $5,000. The aggregate amount of the principal amount of the serial maturity for the Bonds is shown below for information purposes only. Bidders for the Bonds must provide bids for all of the Bonds Principal Amounts.
Subject to the Authority’s right to modify or amend this Notice of Sale (see “TERMS OF SALE—Right to Modify or Amend”), and to adjustment as provided in this Notice of Sale (see “— Adjustment of Principal Payments”), the aggregate principal amount of the serial maturity for the Bonds in each year is as follows:
Maturity
Date
(September 1)
Principal
Amount*
Maturity
Date
(September 1)
Principal
Amount*
2026 2032
2027 2033
2028 2034
2029 2035
2030 2036
2031
* Preliminary, subject to change.
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Adjustment of Principal Payments. The principa l amounts set forth in this Official Notice of Sale reflect certain estimates of the Authority with respect to the likely interest rates and reoffering yields of the winning bid and the premium/discount that will be contained in the winning bid. The Authority reserves the right to change the principal payment schedule set forth above after the determination of the successful bidder, by adjusting one or more of the principal payments of the Bonds, in increments of $5,000, as determined in the sole discretion of the Authority, in order to provide sufficient proceeds to accomplish the purposes of the financing, reduce principal to eliminate excess proceeds due to a bid premium, and achieve approximately level annual debt service. Any such adjustment will not change the average per Bond dollar amount of the underwriter’s discount. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted and no successful bid may be withdrawn.
See also “TERMS OF SALE—Right to Modify or Amend,” regarding the Authority’s right to modify or amend this Official Notice of Sale in any respect including, without limitation, increasing or decreasing the principal amount of any serial maturity for the Bonds and adding or deleting any serial maturity, along with corresponding principal amounts with respect thereto.
A BIDDER AWARDED THE BONDS BY THE AUTHORITY WILL NOT BE PERMITTED
TO WITHDRAW ITS BID, CHANGE THE INTEREST RATES IN ITS BID OR THE REOFFERING
PRICES IN ITS REOFFERING PRICE CERTIFICATE AS A RESULT OF ANY CHANGES
MADE TO THE PRINCIPAL PAYMENTS OF SUCH BONDS IN ACCORDANCE WITH THIS OFFICIAL NOTICE OF SALE.
No Optional or Mandatory Sinking Fund Redemption of the Bonds Prior to Maturity.
The
Bonds are not subject to optional call and redemption or mandatory sinking fund payment redemption prior to maturity.
Special Redemption. The Bonds are subject to special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations, as defined in the Preliminary Official Statement, from prepayments of Special Taxes within a Community Facilities District or Improvement Area, as defined in the Preliminary Official Statement, on the dates and at the redemption prices set forth in the Preliminary Official Statement.
See the Preliminary Official Statement – “THE 2025 BONDS—Redemption of 2025 Bonds - Special Redemption.”
Legal Opinions and Tax Matters. Upon delivery of the Bond s, Stradling Yocca Carlson &
Rauth LLP, Bond Counsel to the Authority (“ Bond Counsel”), will deliver its legal opinion as to the validity and enforceability of the Bonds.
A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix E to the Preliminary Official Statement. A copy of the opinion of Bond Counsel will be furnished to the Purchaser upon delivery of the Bonds.
See the Preliminary Official Statement – “TAX MATTERS.” Bond Insurance. The Authority has obtained a commitment to issue a policy (the “Policy”) insuring the payment when due of principal of and interest on the Bonds from __________. The Authority will pay any insurance premium and costs for any related ratings from the proceeds of Notice-5
the Bonds. The winning bidder will not have any responsibility for the payment of such premium and costs.
TERMS OF SALE
Maximum Discount/Premium. All bids must provide for a purchase price of not less than 99% of the aggregate par amount of the Bonds nor more than 110% of the aggregate par amount of the Bonds. Individual maturities of the Bonds may be reoffered at par, a premium or a discount.
Form of Bids; Delivery of Bids. Each bid for the Bonds must be: (1) for not less than all of the Bonds offered for sale, (2) unconditional, and (3) submitted via Parity; and after the verbal award, an email copy of the completed and signed applicable Official Bid Form conforming to the Parity bid by the winning bidder, with any adjustments made by the Authority pursuant hereto must be submitted by the winning bidder. Electronic bids must conform to the procedures established by Parity. No bid submitted to the Authority shall be subject to withdrawal or modification by the bidder.
All bids will be deemed to incorporate all of the terms of this Official Notice of Sale.
If the sale of the Bonds is canceled or postponed, all bids for the Bonds shall be rejected.
No bid submitted to the Authority shall be subject to withdrawal or modification by the bidder. No bid will be accepted after the time for receiving bids. The Authority retains absolute discretion to determine whether any bidder is a responsible bidder and whether any bid is timely, legible and complete and conforms to this Official Notice of Sale. The Authority takes no responsibility for informing any bidder prior to the time for receiving bids that its bid is incomplete, illegible or nonconforming with this Official Notice of Sale or has not been received.
Electronic bids will be received exclusively through Parity in accordance with this Official Notice of Sale. For further information about Parity, potential bidders may contact either the Municipal Advisor at the number provided above or Parity at: (212) 404-8107.
Warnings Regarding Electronic Bids. Bids for the Bonds must be submitted electronically via Parity. However, none of the Authority, the Municipal Advisor or Bond Counsel assumes any responsibility for any error contained in any bid submitted electronically or for failure of any bid to be transmitted, received or opened by the time for receiving bids, and each bidder expressly assumes the risk of any incomplete, illegible, untimely or nonconforming bid submitted by electronic transmission by such bidder, including, without limitation, by reason of garbled transmissions, mechanical failure, engaged telecommunications lines, or any other cause arising from submission by electronic transmission.
If a bidder submits an electronic bid for the Bonds through Parity, such bidder thereby agrees to the following terms and conditions:
(1) if any provision in t
his Official Notice of Sale with respect to the Bonds
conflicts with information or terms provided or required by Parity, this Official Notice of Sale, including any amendments or modifications issued through Parity and/or the News Services, will control;
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(2) each bidder wil
l be solely responsible for making necessary
arrangements to access Parity for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale; (3) the Authority will not have a
ny duty or obligation to provide or ensure
access to Parity to any bidder, and the Authority will not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of Parity or any incomplete, inaccurate or untimely bid submitted by any bidder through Parity;
(4) the Auth
ority is permitting use of Parity as a communication mechanism, and not as an agent of the Authority, to facilitate the submission of electronic bids for the Bonds; Parity is acting as an independent contractor, and is not acting for or on behalf of the Authority;
(5) the Au
thority is not responsible for ensuring or verifyi ng bidder compliance with any procedures established by Parity;
(6) the Authority may regard the electronic transmission of a bid through Parity (incl
uding information regarding the purchase price for the Bonds or the interest rates for any maturity of the Bonds) as though the information were submitted on the Official Bid Form and executed on the bidder’s behalf by a duly authorized signatory;
(7) if the
bidder’s bid is accepted by the Authority, the signed, completed and conforming Official Bid Form submitted by the bidder by email or facsimile transmission after the verbal award, this Official Notice of Sale and the information that is transmitted electronically through Parity will form a contract, and the bidder will be bound by the terms of such contract; and
(8) information provided by Parity
to bidders will form no part of an y bid or
of any contract betwee
n the Purchaser and the Authority unless that information is included in this Official Notice of Sale or the Official Bid Form.
Basis of Award. Unless all bids are rejected, the Bonds will be awarded to the responsible bidder who submits a conforming bid that represents the lowest true interest cost to the Authority.
The true interest cost will be that nominal interest rate that, when compounded semiannually and applied to discount all payments of principal and interest payable on the Bonds to the dated date of the Bonds, results in an amount equal to the principal amount of the Bonds plus the amount of any net premium or discount. In the event that two or more bidders offer bids for the Bonds at the same true interest cost, the Authority will determine by lot which bidder will be awarded the Bonds. Bid evaluations or rankings made by Parity are not binding on the Authority.
Estimate of True Interest Cost. Each bidder is requested, but not required, to supply an estimate of the true interest cost based upon its bid, which will be considered as informative only and not binding on either the bidder or the Authority.
Multiple Bids. If multiple bids with respect to the Bonds are received from a single bidder by any means or combination thereof, the Authority shall be entitled to accept the bid representing the lowest true interest cost to the Authority, and each bidder agrees by submitting multiple bids to be bound by the bid representing the lowest true interest cost to the Authority.
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No Good Faith Deposit. No good faith deposit is required.
Establishment of Issue Price for the Bonds.
(a) The winning bidder for the Bonds shall assist the Authority in establishing the issue price of the
Bonds and shall execute and deliver to the Authority at the date of closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the Authority and Bond Counsel.
(b) The Authority inten
ds that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (providing a special rule for competitive sales for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (“competitive sale requirements”) because:
(1)
the Authority shall disseminate this Official Notice of Sale to pot ential underwriters in a mann
er that is reasonably designed to reach potentia l
underwriters;
(2)
all bidders shall have an equal opportunity to bid;
(3)
the Authority may receive bids for the Bonds from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(4)
the Authority anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lo west interest co
st), as set forth in this Official Notice of Sale.
Any bid submitted pursuant to this Of
ficial Notice of Sale shall be considered a firm
offer for the purchase of the Bonds as specified in the bid. (c)
If the competitive sale requirements are not satisfied, the Authority shall so advise the winning bidder. In such event, the Authority intends to treat the initial offering price to the public as of the sale date of each maturity of the Bonds as the issue price of that maturity (“hold- the-offering-price rule”). The Authority shall promptly advise the winning bidder, at or before the time of award of the Bonds, if the competitive sale requirements were not satisfied, in which case the hold-the-offering-price rule shall apply to the Bonds. Bids will not be subject to cancellation in the event that the competitive sale requirements are not satisfied and the hold-the-offering-price rule applies.
(d)
By submitting a bid for the Bonds, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (“initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
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(1)
the close of the fifth (5th) business day after the sale date; or (2)
the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The winning bidder shall promptly advise the Authority when the underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(e)
The Authority acknowledges that, in making the representation set forth above, the winning bid
der will rely on (i) the agreement of each underwriter to comply with the hold-the- offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii)
in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wire s,
and (iii) in th
e event that an underwriter or dealer who is a member of the selling group is a party to a retail or other third-party distrib
ution agreement that was employed in connecti on with the initial sa
le of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail or other third- party distribution agreement and the related pricing wires. The Authority further acknowledge s
that each
underwriter shall be solely liable for its failure to comply with its agreement to comply with the hold-the-offerin
g-price rule and that no underwriter shall be liabl e for the failure of any other underwriter, or of any dealer
who is a member of a selling group, or of any br oker-dealer that is a part
y to a retail or other third-party distribution agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds. (f)
By submitting a bid for the Bonds, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail or other third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail or other third-party distribution agreement, as applicable: to (A)(1) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder that the hold-the-offering-price rule no longer applies to such maturity and (2)
comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires, (B) promptly notify the winning bid
der of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an
underwriter participating in the initial sale of the Bonds to the public (each such term being u
sed as defined below), and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer,
the winning bidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public; and (ii) any agreement among underwriters relating
to the initial sale of the Bonds to the public, together with the related pricing wires, conta
ins or will contain language obligating each underwriter that is a party to a retail or other third-party distribution agreement to be employed in connection with the initial sale of th e Bonds to the public to require each broker-dealer that is a p arty to such retail or other third-party
distribution
agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder or such underwriter that the hold-the-offering-price rule no longer applies to such maturity and (B) comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by the winn ing bidder
or such und
erwriter and as set forth in the related pricing wires.
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(g)
Sales of any Bonds to any person that is a related party to an un derwriter participating
in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official Notice of Sale:
(i)
“public” means any person other than an underwriter or a related party, (ii)
“underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in th e
initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Bonds to the public), (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date that the Bonds are awarded by the Authority to the winning bidder.
Right of Rejection and Waiver of Irregularity. The Authority reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid which does not materially affect such bid or change the ranking of the bids.
Right to Modify or Amend. Other than with respect to postponement or cancellation as described in this Official Notice of Sale, and in addition to the Authority’s right to adjust the payment amounts of the Bonds as provided in “TERMS RELATING TO THE BONDS— Adjustment of Principal Payments” the Authority reserves the right to modify or amend this Official Notice of Sale in any respect including, without limitation, increasing or decreasing the principal amount of any serial maturity and adding or deleting any serial maturity, along with corresponding principal amounts with respect thereto; provided, that, subject to the terms of this Notice of Sale (see “TERMS RELATING TO THE BONDS—Adjustment of Principal Payments”) any such modification or amendment will be communicated to potential bidders through Parity and/or the News Services not later than 1:00 p.m., California time, on the business day preceding the date for receiving bids. Failure of any potential bidder to receive notice of any modification or amendment will not affect the sufficiency of any such notice or the legality of the sale of the Bonds.
Postponement or Cancellation of Sale. The Authority may postpone or cancel the sale of the Bonds at or prior to the time for receiving bids. Notice of such postponement or cancellation shall be given through Parity and/or the News Services as soon as practicable following such postponement or cancellation. If a sale is po stponed, notice of a new sale date will be given through Parity and/or the News Services as soon as practicable following a postponement and no later than 1:00 p.m., California time, on the business day preceding the new date for receiving Notice-10
bids. Failure of any potential bidder to receive notice of postponement or cancellation will not affect the sufficiency of any such notice.
Prompt Award. The Authority will take official action awarding the Bonds or rejecting all bids with respect to the Bonds not later than 24 hours after the time for receipt of bids for the Bonds, unless such time period is waived by the Purchaser.
CLOSING PROCEDURES AND DOCUMENTS
Delivery and Payment. Delivery of the Bonds will be made through the facilities of DTC in New York, New York, and is presently expected to take place on or about August 26, 2025. Payment for the Bonds (including any premium) must be made at the time of delivery in immediately available funds to the Trustee. Any expense for making payment in immediately available funds shall be borne by the Purchaser. The Authority will deliver to the Purchaser, dated as of the delivery date, the legal opinion with respect to the Bonds described in Appendix E to the Preliminary Official Statement.
Qualification for Sale. The Authority will furnish such information and take such action not inconsistent with law as the Purchaser may request and the Authority may deem necessary or appropriate to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the Purchaser; provided, that the Authority will not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction. By submitting its bid for the Bonds, the Purchaser assumes all responsibility for qualifying the Bonds for offer a nd sale under the Blue Sky or other securities laws and regulations of the states and jurisdictions in which the Purchaser offers or sells the Bonds, including the payment of fees for such qualification. Under no circumstances may the Bonds be sold or offered for sale or any solicitation of an offer to buy the Bonds be made in any jurisdiction in which such sale, offer or solicitation would be unlawful under the securities laws of the jurisdiction.
No Litigation. Upon delivery of the Bonds, the Authority will deliver a certificate stating that no litigation of any nature is pending, or to the knowledge of the officer of the Authority executing such certificate, threatened, restraining or enjoining the sale, issuance or delivery of the Bonds or any part thereof, or the entering into or performance of any obligation of the Authority, or concerning the validity of the Bonds, the ability of the Authority to collect the Revenues required to pay debt service on the Bonds, the corporate existence of the Authority, or the entitlement of any officers of the Authority who will execute the Bonds to their respective offices.
Right of Cancellation. The Purchaser will have the right, at its option, to cancel this contract for the sale of the Bonds if the Authority fails to execute the Bonds and tender the same for delivery within 30 days from the sale date, and in such event the Purchaser will not be entitled to any damages or other compensation.
CUSIP Numbers. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the successful bidder. The Municipal Advisor shall be responsible for obtaining the CUSIP Notice-11
numbers and providing them to the Authority and the successful bidder.
Expenses of the Successful Bidder. CUSIP Service Bureau charges, California Debt and Investment Advisory Commission fees (under California Government Code Section 8856), The Depository Trust Company charges and all other expenses of the successful bidder will be the responsibility of the successful bidder. Pursuant to Section 8856 of the California Government Code, the Purchaser must pay to the California Debt and Investment Advisory Commission, within 60 days from the sale date, the statutory fee for the Bonds purchased.
Official Statement. Copies of the Preliminary Official Statement with respect to the Bonds will be furnished or electronically transmitted to any potential bidder upon written request to the Municipal Advisor. (The contact information for the Municipal Advisor is set forth above in this Official Notice of Sale.) In accordance with Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”), the Authority deems the Preliminary Official Statement final as of its date, except for the omission of certain information permitted by Rule 15c2-12. Within seven business days after the date of award of the Bonds, the Purchaser of the Bonds will be furnished with a reasonable number of copies (not to exceed 50) of the final Official Statement, without charge, for distribution in connection with the resale of the Bonds.
By submitting a bid for the Bonds, the Purchaser of the Bonds agrees: (1) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, including any supplements, (2) to promptly file a copy of the final Official Statement, including any supplements, with the Municipal Securities Rulemaking Board, and (3) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the sale and delivery of the Bonds by the Purchaser, including, without limitation, the delivery of a final Official Statement, including any supplements, to each investor who purchases Bonds.
The form and content of the final Official Statement is within the sole discretion of the Authority. The name of the Purchaser of the Bonds will not appear on the cover of the final Official Statement.
Certificate Regarding Official Statement. At the time of delivery of the Bonds, the Purchaser will receive a certificate, signed by an authorized representative of the Authority, confirming to the Purchaser that (i) such authorized representative has determined that, to the best of such authorized representative’s knowledge and belief, the final Official Statement (excluding reoffering information, information relating to The Depository Trust Company and its book-entry system, the Policy or the provider thereof, or any instrument related to the Reserve Policy or the provider thereof, as to which no view will be expressed) did not as of its date, and does not as of the date of closing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) such authorized representative knows of no material adverse change in the condition or affairs of the Authority that would make it unreasonable for such Purchaser of the Bonds to rely upon the final Official Statement in connection with the resale of the Bonds, and (iii) the Authority authorizes the Purchaser of the Bonds to distribute copies of the final Official Statement in connection with the resale of the Bonds.
Purchaser Certificate Concerning Official Statement. As a condition of delivery of the Bonds, the Purchaser of the Bonds will be required to execute and deliver to the Authority, prior to the date of closing, a certificate to the following effect:
Notice-12
(i) The Purchaser has provided to the Authority the initial reoffering prices or yields on the Bonds as printed in the final Official Statement, and the Purchaser has made a bona fide offering of the Bonds to the public at the prices and yields so shown. (ii) The Purchaser has not undertaken any responsibility for the contents of the final Official Statement. The Purchaser, in accordance with and as part of its responsibilities under the federal securities laws, has reviewed the information in the final Official Statement and has not notified the Authority of the need to modify or supplement the final Official Statement.
(iii) The foregoing statements will be true and correct as of the date of closing.
Continuing Disclosure. In order to assist bidders in complying with Rule 15c2-12, the Authority will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information, operating data and notices of the occurrence of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement.
The Authority and the City of Chula Vista (of which the Authority is a related entity) believe they are in compliance in all material respects with prior continuing disclosure undertakings, except as described in the Preliminary Offici al Statement under the caption “CONCLUDING INFORMATION – CONTINUING DISCLOSURE.”
Additional Information. Prospective bidders should read the entire Preliminary Official Statement, copies of which may be obtained in electronic form from the Municipal Advisor.
Sales Outside of the United States. The Purchaser must undertake responsibility for compliance with any laws or regulations of any foreign jurisdiction in connection with any resale of the Bonds to persons outside the United States.
Dated: August 6, 2025.
Notice A-1
EXHIBIT A TO OFFICIAL BID FORM
FORM OF REOFFERING PRICE CERTIFICATE*
$_______________
CHULA VISTA MUNICIPAL FINANCING AUTHORITY
LOCAL AGENCY REVENUE REFUNDING BONDS
SERIES 2025
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of [NAME OF UNDERWRITER] (“[SHORT NAME OF UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the above- captioned obligations (the “Bonds”).
[IF 3 BIDS RECEIVED]
1. Reasonably Expected Initial Offering Price.
(a) On the ________, the [SHORT NAME OF UNDERWRITER] won on a competitive basis the right to reoffer the Bonds.
(b) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by [SHORT NAME OF UNDERWRITER] are the prices listed in Schedule 1 (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Bonds used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Bonds. [SHORT NAME OF UNDERWRITER] has actually offered each of the Maturities of the Bonds at the Expected Offering Prices to the Public. Attached as Schedule 2 is a true and correct copy of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Bonds.
(c) [SHORT NAME OF UNDERWRITER] wa s not given the opportunity to review other bids prior to submitting its bid.
(d) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase the Bonds.
2. Defined Terms.
(a) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE].
Notice A-2
(d) Underwriter means (i) any person that agrees pursuant to a written contract with the Chula Vista Municipal Financing Authority (the “Issuer”) (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
[IF 3 BIDS NOT RECEIVED]
1. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) [SHORT NAME OF UNDERWRITER] offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule 2.
(b) By submission of its bid, [SHO RT NAME OF UNDERWRITER] has agreed that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, [SHORT NAME OF UNDERWRITER] would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
2. Defined Terms.
(a) “Hold-the-Offering-Price Maturities” means those Maturities of the Bonds where the issue price was established under Treasury Regulation Section 1.148- 1(f)(2)(ii), as shown in Schedule 1 hereto as the “Hold-the-Offering-Price Maturities.”
(b) “Holding Period” means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the [SHORT NAME OF UNDERWRITER] has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(c) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
Notice A-3
(d) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(e) “Sale Date” means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE].
(f) “Underwriter” means (i) any person that agrees pursuant to a written contract with the Chula Vista Municipal Financing Authority (the “Issuer”) (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents [SHORT NAME OF UNDERWRITER]’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: [ISSUE DATE] [ UNDERWRITER]
By:
Name and Title
Notice A-4
[IF 3 BIDS RECEIVED]
SCHEDULE 1
EXPECTED OFFERING PRICES
Maturity
Dates
(September 1)*
Principal
Amount*
Interest
Rate†
Offering Price
or Yield†
* Subject to adjustment in accordance with the Official Notice of Sale. † To be completed by Purchaser.
Notice A-5
[IF 3 BIDS RECEIVED]
SCHEDULE 2
COPY OF UNDERWRITER’S BID
(Attached)
Notice A-6
[IF 3 BIDS NOT RECEIVED]
SCHEDULE 1
EXPECTED OFFERING PRICES
Maturity
Dates
(September 1)*
Principal
Amount*
Interest
Rate†
Offering Price
or Yield†
General Rule
Maturities
Hold-the-
Offering-Price
Maturities
* Subject to adjustment in accordance with the Official Notice of Sale. † To be completed by Purchaser.
Notice A-7
[IF 3 BIDS NOT RECEIVED]
SCHEDULE 2
PRICING WIRE