2022/01/01 Menifee, City CFD No. 2019-1 of the City of Menifee (Meadow Run) Special Tax Bonds, Series 2022$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
INCUMBENCY AND SIGNATURE CERTIFICATE OF THE
CITY AND COMMUNITY FACILITIES DISTRICT
1. Each of the undersigned hereby certify that he or she is now the duly elected or
appointed and qualified officer of the City of Menifee (the "City") holding the office of the City set
forth below opposite his or her name, and that the signature affixed opposite his or her respective
name and office is his or her genuine signature.
2. Bill Zimmerman, Mayor, and Sarah Manwaring, City Clerk, further certify that they
were duly authorized by the City Council of the City, acting in its capacity as the legislative body of
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run) (the "District") to
execute, on behalf of the District, the District's Special Tax Bonds, Series 2022, in the aggregate
principal amount of $2,750,000 (the "Bonds"), issued in accordance with Resolution No. 21-1108
adopted by the City Council of the City, acting in its capacity as the legislative body of the District,
on December 15, 2021 (the "Resolution of Issuance"), and that, pursuant to such authority, the Bonds
have been executed by the facsimile signatures of the Mayor and the City Clerk, each of whom
hereby adopts their respective facsimile signature thereon. The Mayor and the City Clerk hereby
further certify that each of them has filed with the Secretary of State of the State of California their
manual signatures, certified by each of them under oath as provided by the Uniform Facsimile
Signatures of Public Officials Act (Government Code Section 5550 et seq.).
3. Each of the undersigned further certifies that he or she was duly authorized by the
City Council of the City, acting in its capacity as the legislative body of the District, pursuant to the
Resolution of Issuance to execute each of the documents that he or she executed on behalf of the
District in connection with the issuance of the Bonds.
4. The following documents all bear the manual signature of the Mayor, the City Clerk
and/or the City Manager of the City named herein:
(a) the Bond Indenture dated as of January 1, 2022, by and between the District
and Wilmington Trust, National Association, as Trustee (the "Trustee");
(b) the Continuing Disclosure Certificate dated as of January 1, 2022, executed
by the District;
(c) the Bond Purchase Agreement dated January 6, 2022 (the "Purchase
Agreement"), by and between Stifel, Nicolaus & Company, Incorporated, as underwriter, and the
District; and
(d) the Official Statement dated January 6, 2022.
4820-2045-1839/200299-0007
All capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have signed this certificate this 26th day of
January, 2022.
Name Office Signature
Bill Zimmerman Mayor
Armando G. Villa City Manager
Rochelle Clayton Assistant City Manager
Sarah Manwaring City Clerk
The undersigned is the duly appointed, qualified and acting City Clerk of the City of
Menifee, California, and hereby states that the foregoing signatures are the true and correct
signatures and titles of the persons named above.
r
I
qyWrkof the C i y o Menifee
The undersigned City Manager of the City of Menifee, California, hereby certifies that the
above signature is the true and correct signature of the City Clerk of th ity of Menifee, California.
04 f ��
City Manager of t14 C'ty of Menifee
2
4820-2045-1839/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
INCUMBENCY AND SIGNATURE CERTIFICATE OF THE
CITY AND COMMUNITY FACILITIES DISTRICT
1. Each of the undersigned hereby certify that he or she is now the duly elected or
appointed and qualified officer of the City of Menifee (the "City") holding the office of the City set
forth below opposite his or her name, and that the signature affixed opposite his or her respective
name and office is his or her genuine signature.
2. Bill Zimmerman, Mayor, and Sarah Manwaring, City Clerk, further certify that they
were duly authorized by the City Council of the City, acting in its capacity as the legislative body of
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run) (the "District") to
execute, on behalf of the District, the District's Special Tax Bonds, Series 2022, in the aggregate
principal amount of $2,750,000 (the "Bonds"), issued in accordance with Resolution No. 21-1108
adopted by the City Council of the City, acting in its capacity as the legislative body of the District,
on December 15, 2021 (the "Resolution of Issuance"), and that, pursuant to such authority, the Bonds
have been executed by the facsimile signatures of the Mayor and the City Clerk, each of whom
hereby adopts their respective facsimile signature thereon. The Mayor and the City Clerk hereby
further certify that each of them has filed with the Secretary of State of the State of California their
manual signatures, certified by each of them under oath as provided by the Uniform Facsimile
Signatures of Public Officials Act (Government Code Section 5550 et seq.).
3. Each of the undersigned further certifies that he or she was duly authorized by the
City Council of the City, acting in its capacity as the legislative body of the District, pursuant to the
Resolution of Issuance to execute each of the documents that he or she executed on behalf of the
District in connection with the issuance of the Bonds.
4. The following documents all bear the manual signature of the Mayor, the City Clerk
and/or the City Manager of the City named herein:
(a) the Bond Indenture dated as of January 1, 2022, by and between the District
and Wilmington Trust, National Association, as Trustee (the "Trustee");
(b) the Continuing Disclosure Certificate dated as of January 1, 2022, executed
by the District;
(c) the Bond Purchase Agreement dated January 6, 2022 (the "Purchase
Agreement"), by and between Stifel, Nicolaus & Company, Incorporated, as underwriter, and the
District; and
(d) the Official Statement dated January 6, 2022.
4820-2045-1839/200299-0007
All capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have signed this certificate this 26th day of
January, 2022.
Name Office
Bill Zimmerman Mayor
Armando G. Villa City Manager
Rochelle Clayton Assistant City Manager
Sarah Manwaring City Clerk
Signature
The undersigned is the duly appointed, qualified and acting City Clerk of the City of
Menifee, California, and hereby states that the foregoing signatures are the true and correct
signatures and titles of the persons named above.
71FK1Cf'Fi
irH. �. G
The undersigned City Manager of the City of Menifee, California, hereby certifies that the
above signature is the true and correct signature of the City Clerk o e City of Menifee, California.
0-4
City Manager 8f tile City of Menifee
2
4820-2045-1839/200299-0007
EXHIBIT D
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
POST -ISSUANCE COMPLIANCE
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run) (the "Issuer")
and the City of Menifee (the "City") understand that post issuance compliance with the restrictions
contained in the attached Tax Certificate is required to ensure that interest evidenced by the Obligations
remains excluded from gross income for federal income tax purposes. The Issuer and the City
understand that the attached Tax Certificate, together with this exhibit, contains written procedures of
the Issuer and the City to effectuate post -issuance compliance with the attached Tax Certificate and
the requirements of the Code applicable to the Obligations. In furtherance thereof, the Issuer and the
City hereby agree to:
1. Assign responsible personnel of the Issuer and the City to monitor and ensure
compliance with the restrictions contained in the attached Tax Certificate.
2. Provide adequate training to responsible personnel of the Issuer and the City to
effectuate the purposes of this exhibit.
3. Have personnel of the Issuer and the City regularly review the restrictions of the
attached Tax Certificate and establish adequate record retention and calendaring mechanisms internally
to ensure that the Issuer and the City will be able to establish post -issuance compliance with the
restrictions of the attached Tax Certificate. In particular, the Issuer and the City will maintain records
detailing the investment and expenditures of Obligation proceeds, as provided in the attached Tax
Certificate. The Issuer and the City will seek expert advice regarding compliance with the arbitrage
rebate and yield restriction provisions of the attached Tax Certificate, and carefully monitor and
calendar the dates by which Obligation proceeds should be expended to comply with yield restriction
and rebate exceptions and the dates rebate must be paid.
4. Regularly consult with Bond Counsel and other advisors of the Issuer and the City
regarding any issues that arise regarding post -issuance compliance with the attached Tax Certificate
(including any failure or anticipated failure to expend Obligation proceeds during the periods described
in the attached Tax Certificate or any changes in use of the Project). The Issuer and the City understand
that the use of the Project financed by the Obligations must be monitored throughout the term to
maturity of the Obligations, and records must be retained regarding any contracts or other arrangements
relating to such use as provided in the attached Tax Certificate.
Exhibit D-1
4856-4273-7417/200299-0007
All terms not defined herein have the meanings ascribed in the attached Tax Certificate.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (MEA DOW RUN)
By:. 044
Its: City Manager of the City ovf&ifee
CITY OF MENIFEE
By:
Its: City Manager
Exhibit D-2
4856-4273-7417/200299-0007
EXHIBIT D
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
POST -ISSUANCE COMPLIANCE
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run) (the "Issuer")
and the City of Menifee (the "City") understand that post issuance compliance with the restrictions
contained in the attached Tax Certificate is required to ensure that interest evidenced by the Obligations
remains excluded from gross income for federal income tax purposes. The Issuer and the City
understand that the attached Tax Certificate, together with this exhibit, contains written procedures of
the Issuer and the City to effectuate post -issuance compliance with the attached Tax Certificate and
the requirements of the Code applicable to the Obligations. In furtherance thereof, the Issuer and the
City hereby agree to:
1. Assign responsible personnel of the Issuer and the City to monitor and ensure
compliance with the restrictions contained in the attached Tax Certificate.
2. Provide adequate training to responsible personnel of the Issuer and the City to
effectuate the purposes of this exhibit.
3. Have personnel of the Issuer and the City regularly review the restrictions of the
attached Tax Certificate and establish adequate record retention and calendaring mechanisms internally
to ensure that the Issuer and the City will be able to establish post -issuance compliance with the
restrictions of the attached Tax Certificate. In particular, the Issuer and the City will maintain records
detailing the investment and expenditures of Obligation proceeds, as provided in the attached Tax
Certificate. The Issuer and the City will seek expert advice regarding compliance with the arbitrage
rebate and yield restriction provisions of the attached Tax Certificate, and carefully monitor and
calendar the dates by which Obligation proceeds should be expended to comply with yield restriction
and rebate exceptions and the dates rebate must be paid.
4. Regularly consult with Bond Counsel and other advisors of the Issuer and the City
regarding any issues that arise regarding post -issuance compliance with the attached Tax Certificate
(including any failure or anticipated failure to expend Obligation proceeds during the periods described
in the attached Tax Certificate or any changes in use of the Project). The Issuer and the City understand
that the use of the Project financed by the Obligations must be monitored throughout the term to
maturity of the Obligations, and records must be retained regarding any contracts or other arrangements
relating to such use as provided in the attached Tax Certificate.
Exhibit D-1
4856-4273-7417/200299-0007
All terms not defined herein have the meanings ascribed in the attached Tax Certificate.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (MEADOW RUN)
By:
Its: City Manager of the City o Menifee
CITY OF MENIFEE
By:
Its:
City Manager
Exhibit D-2
4856-4273-7417/200299-0007
Form8038-G Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 149(e)
(Rev. October 2021) ► See separate instructions. OMB No. 154e-0047
Caution: If the issue price is under $100,000, use Form 8038-GC.
Department of the Treasury ► Go to wwwJrs.gov/F8038G for instructions and the latest information.
Internal Revenue Service
Reporting Authoritu ('hank Innx if Omanrlarl Pnfiirn ► r
1 Issuer's name
2 Issuer's employer Identification number(EIN)
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run)
94-3439857
3a Name of person (otherthan issuer) with whom the IRS may communlcate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
6 Report number (For fR5 Use Only)
29844 Haun Road
3
6 City, town, or post office, state, and ZIP node
7 Date of issue
Menifee, California 92586
01/26/2022
B Nameof issue
9 CUSIP number
Special Tax Bonds, Series 2022
58680WAP9
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information
Ob Telephone number of officer or other
Rochelle Clayton, Assistant City Manager
employee shown on 10a
lig5l -672-6777
Type of Issue (Enter the issue price.) See the instructions and attach schedule.
11 Education ............... ......................................... ........ ..::...............,.......::..._......................................_.....
11
12 Health and hospital .......................................... :.......:::............................ .............. . ......................... ........
12
13 Transportation .............................................. .:........ ;:............. .......................................... :........ ..........
13
14 Public safety ................................................... :...............................................
15 Environment (including sewage bonds) ........ ::....... ::.................................... ...........:.........................I
15
16 Housing .......................................... ......
................................................................................................
16
17 Utilities....................................................... .............................................................. ._.........................
17
18 Other. Describe ► Public Infrastructure
18
2,980,358.80
19a If bonds are TANs or RANs, check only box 19a................................. .............. ............... ........... . ► ❑
bIf bonds are BANs, check only box 19b................................... ....................... ............ .................. ► ❑
20 If bonds are in the form of a lease or installment sale, check box ................................................. ►
Description of Bonds. Complete for the entire issue for which this form is being filed.
a Final maturity date
(1 y
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
a Yield
(a)
21
09/01/2051
$ 2,980,358.80
$ 2,750,000.00
20.2744 years
2.7218%
Uses of Proceeds of Bond Issue(including underwriters' discount
22 Proceeds used for accrued interest ............................................... :........ ............................ ................ .
22
0.00
23 Issue price of entire issue (enter amount from line 21, column(b))....................................................
23
2,980,15R.80
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 237,435.1
'
25 Proceeds used for credit enhancement ....... .............. :................................... 25 0.0
0
26 Proceeds allocated to reasonably required reserve or replacement fund 26 204 982.61
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V ............. 27 0.00
28 Proceeds used to refund prior taxable bonds. Complete Part V.................... 28 0.00.
29 Total (add lines 24 through 28)....... :.................................................... ............................ ................... 29 442,417.80
30 Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here ..... I........ 30 2,537,941.00
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded ............. ► N/A years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded ................... ► NIA years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ........ ► NIA
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) N/A
For Paperwork Reduction Act Notice, see separate instructions. Cat No. 637735 Form 8038-G (Rev. 10-2021)
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Form 8038-G (Rev. 10-2021)
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5).................. 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions... ........................... .......... ................................................... ............................ 36a
b Enter the final maturity date of the GIC ► (MM/DD/YYYY)
c Enter the name of the GIC provider ►
7 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
,
to other governmental units .................. ................ ........... ............................._..... 37
3
Ige 2
0.00
0.00
0.00
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the El N of the issuer of the master pool bond ►
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(13)(i)(111) (small issuer exception), check box......... ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ................. .......... ..... ► ❑
41a If the is
ju"I has identified a hedge, check here 0- Eland enter the following information:
h ledge provider ►
I"( ledge OP.42 1!'! ira Issue[ hEit— superi nteg rated the hedge, check box ............... ..................._......I..................._.......... ► ❑
43 IfQet�t
s established written procedures to ensure that all nonqualified bonds of this issue are remediated
requirements under the Code and Regulations (see instructions), check box .................. ............. ►
44 Ifestablished written procedures to monitor the requirements of section 148, check box ....................... ►
45a Ifi•tlaq proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
o;..............................................b E'e official intent was adopted ■ [MM/DDlYYYY]
. Under penalties of perjury, I declare that 1 have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature and belief, they are true, correct nd complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
process this return, to the X:t I have authorized above.
and
Consent ` 1/26/2022 'Armando G. Villa, City Manager
Signature of issu 's a thorized representative Date T e or print name and title
Print Type preparer's name Preparer's signature Date I check ❑ if PTIN
Paid Carol L. Lew1. 11/26/2022 self-employed IP01259683
Preparer Firm's name ► Stradling Yocca Carlson & Rauth, P.C. Firm's EIN ►
Use Only Firm's address ► 660 Newport Center Drive, Suite 1600, Newport Beach, CA Phone no. 949-725-4237
92660
Form 8038-G (Rev. 10-2021)
American LegalNet, Inc.
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Form8038-G Information Return for Tax -Exempt Governmental Bonds
► Under Internal Revenue Code section 149(e)
(Rev October 2021) ► See separate instructions. OMB No, 1545-0047
Caution: If the issue price is under$100,000, use Form 8038-GC.
Department of the Treasury ► Go to www.irs.gov/F8038G for instructions and the latest information.
Internal Revenue Service
Reporting Authority Check box if Amended Return ► ❑
i lower's name
2 Issuees employer Identification number (EIN)
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run)
94-3439857
3a Name of person (other than issuer) wli[h whom the IRS may.communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
m/suite
5 Report number (For IRS Use Only)
29844 Haun Road Too
3
6 City, town, or post office, state, and ZIP code
7 Date of Issue,
Menifee, California 92586
01/26/2022
8 Name of issue
9 CUSIP number
Special Tax Bonds, Series 2022
58680WAP9
10a Name and title of officer or other employee of the issuer whom the IRS may rail for more information
10b Telephone number of officer or ether
employee shown on 10a
Rochelle Clayton, Assistant City Manager
951-672-6777
Type of Issue (Enter the issue price.) See the instructions and attach schedule.
11 Education...........................................................................................................................................
12 Health and hospital........................................................... ............... ............. .......... ...........................
13 Transportation....................................................................................................................................
14 Public safety...................................................................................................
15 Environment (including sewage bonds)....„........................................................................................
16 Housing...........................................................................................................................................
17 Utilities...................................................... • .......... .......................
18 Other. Describe ► Public Infrastructure
11
12
13
15
16
18
2,980,358.80
19a If bonds are TANS or RANs, check only box 19a.......................................................................... ■ ❑
b If bonds are BANS, check only box 19b............................. ........ ....._........................... ............... ...■ ❑
20 If bonds are in the form of a lease or installment sale check box...... ....... ......... _ ...................... ■
jjMjj
Description of Bonds. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(a) Yield
21
09/01/2051
$ 2,980,358.80
$ 2,750,000.00
20.2744 vears
2.7218%
Uses of Proceeds of Bond Issue(including underwriters' discount
22 Proceeds used for accrued interest ......................................................... ......................._............_....._...
23 Issue price of entire issue (enter amount from line 21, column(b))....................................................
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 237,435.1
25 Proceeds used for credit enhancement....................................................... 25 0.00
26 Proceeds allocated to reasonably required reserve or replacement fund ..... 26 204,982.61
27 Proceeds used to refund prior tax-exempt bonds. Complete Part V ............. 27 0.0
28 Proceeds used to refund prior taxable bonds. Complete Part V.................... 28 0.0
29 Total (add lines 24 through 28)......_...................................................................................................
30 Nonrefundin proceeds of the issue subtract line 29 from line 23 and enter amount here ..............
22
0.00
23
2,980,358.80
29
442 417.80
30
2 537,941.00
Description of Refunded Bonds. Corn lete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded ............. ► N/A years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded ................... ► N/A years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) ........ ► N/A
34 Enter the dates the refunded bonds were issued ► MM/DDIYYYY N/A
For Paperwork Reduction Act Notice, see separate instructions. Cat No. 63773S Form 8038-G (Rev. 10-2021)
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Form 8038-G (Rev. 10-2021) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5).................. 137
0.00
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC). See instructions............................................................:..........:......:."o.......I.............s............. 0.00
b Enter the final maturity date of the GIC 0-(MM/DD/YYYY)
c Enter the name of the GIC provider ►37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units......................................................:.........::....:..::............::::...I................. 0.00
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool bond ► (MM/DD/YYYY)
c Enter the EIN of the issuer of the master pool bond ►
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ................. ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box............................................................. ► ❑
41 a if t suer has identified a hedge, check here ► ❑and enter the following information:
f hedge provider ►
1hedge ►
d i of hedge ►
42 f q='d-a
s superintegrated the hedge, check box......................................................:...............................::......:.. ► ❑
43 If:has established written procedures to ensure that all nonqualified bonds of this issue are remediated
g requirements under the Code and Regulations (see instructions), check box ..................................... ►
44 Ifs established written procedures to monitor the requirements of section 148, check box ........................ ►
45a ' di'•c the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
a ................................................................b Ethe official intent was adopted ► fMM/Df31YYYY]
Under penalties of perjury, 1 declare t t 1 ave examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, an ca ate. I further declare that I consent to the IRS's disclosure of the issuers return information, as necessary to
Signature
process this to the pe n th 1 h ve authorized above.
and
Consent 1/26/2022 ' Armando G. Villa, City Manager
si nature of issuer's au orj�r��
e rasent"tive Date Type or print name and title
PrintfType preparers name Preparers signature Date Check ❑ if PTIN
Paid Carol L. Lew 1/26/2022 self-employed P01259683
Preparer Firm's name ► Stradling Yocca Carlson & Rauth, P.C. Firm's EIN lip -
Use Only Firm's address ► 660 Newport Center Drive, Suite 1600, Newport Beach, CA Phone no. 949-725-4237
92660
Form 8038-G (Rev 10-2021)
Amrriran [rpnINry Inr.
10- j
imw.romisWarkMomcam
VII. Concluding Matters.
(a) Reliance. The expectations of the Issuer and the City concerning certain uses of
Obligation proceeds and certain other moneys described herein and other matters are based in whole
or in part upon representations of other parties as set forth in this Tax Certificate or the exhibits attached
hereto. The Issuer and the City are not aware of any facts or circumstances that would cause it to
question the accuracy or reasonableness of any representations made in this Tax Certificate or exhibits
attached hereto.
(b) Authorily. The undersigned is an authorized representative of the Issuer and the City,
and is acting for and on behalf of the Issuer and the City in executing this Tax Certificate. To the best
of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances
that would materially change the expectations as set forth herein, and said expectations are reasonable.
(c) Amendment. Notwithstanding any provision of this Tax Certificate, the Issuer and the
City may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax
Certificate if such amendment is based on an opinion of Bond Counsel that the exclusion from gross
income of interest with respect to the Obligations will not be adversely affected.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (M.E DOW RUN)
By: q,%-4
Its: City Manager of the Cit f Menifee
CITY OF MENIFEE
By:
Its:
S-1
4856-4273-7417/200299-0007
City Manager
v.-I tQ'b
VH. Concluding Matters.
(a) Reliance. The expectations of the Issuer and the City concerning certain uses of
Obligation proceeds and certain other moneys described herein and other matters are based in whole
or in part upon representations of other parties as set forth in this Tax Certificate or the exhibits attached
hereto. The Issuer and the City are not aware of any facts or circumstances that would cause it to
question the accuracy or reasonableness of any representations made in this Tax Certificate or exhibits
attached hereto.
(b) Authorijy. The undersigned is an authorized representative of the Issuer and the City,
and is acting for and on behalf of the Issuer and the City in executing this Tax Certificate. To the best
of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances
that would materially change the expectations as set forth herein, and said expectations are reasonable.
(c) Amendment. Notwithstanding any provision of this Tax Certificate, the Issuer and the
City may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax
Certificate if such amendment is based on an opinion of Bond Counsel that the exclusion from gross
income of interest with respect to the Obligations will not be adversely affected.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE ( AVOW RUN)
By: 01^4
Its: City Manager of t14C4 of Menifee
CITY OF MENIFEE
By: 0ali f eu�
Its: City Manager
S-1
4856-4273-7417/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
TAX CERTIFICATE
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run) (the "Issuer")
and the City of Menifee (the "City"), hereby make the following representations of facts and
expectations and covenant to comply with the requirements of this Tax Certificate in connection with
the $2,750,000 Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run)
Special Tax Bonds, Series 2022 (the "Obligations"). These representations and covenants are in
furtherance of the covenants contained in Section 5.2 of the Bond Indenture, dated as of January 1,
2022 (the "Indenture"), by and between the Issuer and Wilmington Trust, National Association, as
trustee, and in part are made pursuant to Section 1.141-2(d)(2) and Section 1.148-2(b)(2) of the
Treasury Regulations. Capitalized terms used herein which are not otherwise defined herein shall have
the respective meanings set forth in the Indenture.
I. General Matters.
(a) Authority for Issuance. The undersigned and other officers and members of the Issuer
and the City are charged with the responsibility of authorizing and requesting the issuance of the
Obligations. The Obligations are being issued pursuant to the Mello -Roos Community Facilities Act
of 1982, as amended, being Section 53311 et seq. of the California Government Code.
(b) Sale of Obligations. The Obligations are being delivered to Stifel, Nicolaus &
Company, Incorporated (the "Underwriter") on the date hereof for resale to the general public.
(c) Purpose of Obligations. The Obligations are being sold and delivered for the purpose
of (i) financing certain public improvements needed with respect to the development of property
located within the Issuer, including public improvements to be owned by the City, water and sewer
facilities to be owned and operated by the Eastern Municipal Water District and school facilities to be
owned and operated by Menifee Union School District (the "Project"), as further described in Exhibit
A herein, (ii) paying costs of issuing the Obligations ("Issuance Costs") and (iii) funding a reasonably
required Reserve Account with respect to the Obligations.
The Issuer and the City covenant to use the proceeds of the Obligations solely for the above -
described purposes, unless an opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
its successor, or any other attorney or firm of attorneys selected by the Issuer and the City with a
nationally -recognized standing as bond counsel in the field of municipal finance ("Bond Counsel") is
received permitting uses of proceeds for other than the above -described purposes.
(d) Nature of Issue. All the Obligations are being sold and issued at the same time, have
been sold pursuant to the same plan of financing, and are reasonably expected to be paid from
substantially the same source of funds. Accordingly, the Obligations are a single issue of obligations
4856-4273-7417/200299-0007
for certain federal income tax purposes relating to the exclusion from gross income of interest on the
Obligations. No other governmental obligations which are reasonably expected to be paid from
substantially the same source of funds are being sold or issued at substantially the same time and sold
pursuant to the same plan of financing as the Obligations.
(e) Purpose of Tax Certificate. The Issuer and the City are executing this Tax Certificate
(including all exhibits hereto) with the understanding and acknowledgement that Bond Counsel, will
rely on the representations and certifications made in this Tax Certificate (including all exhibits hereto)
in rendering its opinion that interest on the Obligations is excluded from gross income for federal
income tax purposes, and the execution of this Tax Certificate is necessary to ensure that interest on
the Obligations is excluded from gross income for federal income tax purposes.
H. Private Activity.
(a) Governmental Use of Proceeds. Absent an opinion of Bond Counsel that the exclusion
from gross income of interest on the Obligations will not be adversely affected for federal income tax
purposes, the Issuer and the City will not allow any of the proceeds of the Obligations, or any
refinanced obligations thereof, or any of the facilities financed or refinanced with such Obligations to
be used in the trade or business of any nongovernmental persons (other than in their roles as members
of the general public) and will not loan any of the proceeds of the Obligations or any refinanced
obligations to any nongovernmental persons. In furtherance of the foregoing, the Issuer and the City
represent the following with respect to the use of proceeds of the Obligations and the facilities financed
and refinanced therewith.
(b) In General. No more than 10% of the proceeds of the Obligations or the Project (based
on the cost of the components of the Project or, with respect to a unitary structure, on the relative fair
rental value of such components) has been or will be used in the aggregate for any activities that
constitute a "Private Use" (as such term is defined in Section II(e) below). No Private Use, with respect
to the Project is contemplated as of the date hereof. No more than 10% of the principal of or interest
on the Obligations, under the terms thereof or any underlying arrangement, has been or will be secured
by any interest in property (whether or not the Project) used for a Private Use or in payments in respect
of property used for a Private Use, or will be derived from payments in respect of property used for a
Private Use. In particular, the Issuer and the City covenant to consult with Bond Counsel prior to
entering into any contracts or arrangements with respect to the Project, such as sales, service,
management, or lease agreements with respect to the Project.
(c) No Private Loan Financing. No more than the lesser of 5% of the proceeds of the
Obligations or $5,000,000 will be used to make or finance loans to any person other than to a state or
local governmental unit (other than loans to finance any governmental tax or assessment of general
application for a specific essential governmental function or loans that are used to acquire or carry
Nonpurpose Investments (as such term is defined in Section IV(a) below)).
(d) No Dis ra ortionate or Unrelated Use. No more than 5% of the proceeds of the
Obligations or the Project has been or will be used for a Private Use that is unrelated or disproportionate
to the governmental use of the proceeds of the Obligations (an "Unrelated or Disproportionate Use"),
and no more than 5% of the principal of or interest on any of the Obligations has been or will be, under
the terms of the Obligations or any underlying arrangement, directly or indirectly, secured by any
interest in property used or to be used for a Private Use that is an Unrelated or Disproportionate Use
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4856-4273-7417/200299-0007
or in payments in respect of property used or to be used for a Private Use that is an Unrelated or
Disproportionate Use.
(e) Definition of Private Use. For purposes of this Tax Certificate, the term "Private Use"
means any activity that constitutes a trade or business that is carried on by persons or entities other
than governmental entities. The leasing of property financed or refinanced with proceeds of the
Obligations or the use by or the access of a person or entity other than a governmental unit to property
or services on a basis other than as a member of the general public shall constitute a Private Use.
For purposes of Section II of this Tax Certificate, Private Use of the Project does not include
the following:
(A) Contracts for services that are solely incidental to the primary governmental function
or functions of a bond financed property (e.g., contracts for janitorial, office equipment repair, billing,
or similar services).
(B) Contracts to provide for services, if the only compensation is the reimbursement of the
service provider for actual and direct expenses paid by the service provider to unrelated parties.
(C) Arrangements, including renewal options, the term of which is not greater than two
hundred (200) days. For purposes of this provision, a right of first refusal to renew will not be treated
as a renewal option if (i) the compensation for the use under the arrangement is predetermined at
generally applicable, fair market value rates that are in effect at the time of renewal, and (ii) the use of
the financed property under the same or similar arrangements is predominately by natural persons who
are not engaged in a trade or business.
(D) Arrangements (other than an arrangement that results in the ownership of financed
property) (i) the term of which, including all renewal options, as described in Subsection (C) above, is
not longer than one hundred (100) days, (ii) that would be treated as general public use, except that the
bond financed property is not available for use on the same basis by natural persons that are not engaged
in a trade or business because generally applicable and uniform rates are not reasonably available to
natural persons not engaged in a trade or business, and (iii) wherein the property is not financed for a
principal purpose of providing such property for use by a non -governmental unit.
(E) Arrangements (other than an arrangement resulting in ownership of the property) (i)
the term of which, including all renewal options as described above, is not longer than fifty (50) days,
(ii) that are negotiated at arm's length and the compensation is at fair market value, and (iii) wherein
the property is not financed for a principal purpose of providing such property for use by a non-
governmental unit.
The term limits described in each of the three foregoing contractual arrangements (i.e.,
Subsections (C), (D) and (E) above) are not required to relate to consecutive days; that is, if the contract
provides for use of bond financed property for fifteen (15) days per year for four (4) years, the contract
would have to comply with the requirements applicable to contractual arrangements set forth in
Subsection (D) above, because the term of the contract would exceed fifty (50) days.
(F) Incidental use of bond -financed property is disregarded, to the extent that such use(s)
do not exceed two and one-half percent (2-1/2%) of the proceeds of the issue and the use (with the
exception of vending machines, pay telephones, kiosks and similar uses) does not involve the transfer
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4856-4273-7417/200299-0007
to non-exempt persons of possession and control of the space that is separated from other areas of the
facility by walls, partitions, or other physical barriers, such as a night gate affixed to a structural
component of a building (a nonpossessory use); the nonpossessory use is not functionally related to
any other use of the facility by the same person (other than a different nonpossessory use); and all
nonpossessory uses of the facility do not, in the aggregate, involve the use of more than two and one-
half percent (2-1/2%) of the facility.
(G) Qualified improvements, that is improvements to a building (including its structural
components and land functionally related and subordinate to the building) owned by a state or local
governmental unit are not used for private business use if. (i) the building was placed in service more
than one year before the construction or acquisition of the improvement has begun; (ii) the
improvement is not an enlargement of the building or an improvement of interior space occupied
exclusively for any private business use; (iii) no more than fifteen percent (15%) of the improved
building is used for private business use; and (iv) no portion of the improved building or any payment
in respect of the improved building is taken into account as security for the payment of debt service on
the tax exempt bond issue, including a mortgage on the property for the benefit of the bondholders.
(f) Mang ement and Service Contracts. With respect to management and service
contracts, the determination of whether a particular use constitutes Private Use under this Tax
Certificate shall be determined on the basis of applying the relevant sections of the Treasury
Regulations and Revenue Procedure 2017-13 which includes the following restrictions: (A) the
compensation is reasonable for the services rendered, (B) no portion of the compensation is based upon
a share of net profits, (C) the service provider does not bear the burden of net losses from the operation
of the managed property, (D) the Issuer or the City has a significant degree of control over the managed
property, (E) the Issuer or the City must bear the risk of loss upon damage or destruction of the managed
property, (F) the service provider cannot take a tax position inconsistent with merely being a service
provider, (G) not more than 20 percent of the voting power of the governing body of the Issuer or the
City is vested in the service provider, and (H) the term of the contract is not in excess of the lesser of
80 percent of the weighted average reasonably expected economic life of the managed property and 30
years. As of the date hereof, no portion of the proceeds derived from the sale of the Obligations is
being used to provide property subject to contracts or other arrangements with persons or entities
engaged in a trade or business (other than governmental units) that involve the management of property
or the provision of services with respect to property financed or refinanced by proceeds of the
Obligations.
(g) $15,000,000 Limit and Multipurpose Election. Absent an opinion of Bond Counsel, in
no event will the amount of Private Use allocable to the Project exceed $15,000,000; the Issuer and the
City expressly do not elect, as of the date hereof, to make a multipurpose election pursuant to Treasury
Regulation Section 1.141-13(d) to divide the issue of Obligations.
(h) Use Pursuant to Leases, Licenses apd_Joint Ventures. Neither the Issuer nor the City
currently lease, license, sublease or sublicense, nor will the Issuer or the City lease, license, sublease
or sublicense during the period the Obligations are outstanding, any portion of the Project to a non-
governmental unit such that the Obligations will be considered "private activity bonds" within the
meaning of Section 141 of the Code. Neither the Issuer nor the City is currently engaged in any joint
venture, nor will the Issuer or the City engage in any joint venture, with any non -governmental unit,
during the period the Obligations are outstanding, in which any portion of the Project will be used by
a non -governmental unit. Bond Counsel has advised the Issuer and the City that any arrangement that
is properly characterized as a lease for federal income tax purposes is treated as a lease. Consequently,
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an arrangement that is referred to as a management or service contract may nevertheless be treated as
a lease, and in determining whether a management contract is properly characterized as a lease, it is
necessary to consider all of the facts and circumstances, including the following factors: (i) the degree
of control over property that is exercised by a non -governmental unit; and (ii) whether a non-
governmental unit bears risk of loss of the bond -financed property.
(i) Sales of Output. If any water is sold with respect to the Project, it will be pursuant to
a generally applicable rate scale. With respect to sales of water from the Project, Private Use results if
the purchase has the effect of transferring the benefits of owning the Project and the burdens of paying
debt service on Obligations financing the Project. Private Use will result with respect to the Project if
a nongovernmental person agrees pursuant to a take contract or a take or pay contract to purchase
available output. No take contract or take or pay contract has been entered into with respect to the
Project. No output purchaser has been guaranteed any particular amount of output.
III. Arbitrage Certifications.
The following states the expectations of the Issuer and the City with respect to the amount and
uses of the proceeds of the Obligations and certain other monies or property:
(a) Source and Use of Funds. The total proceeds to be derived by the Issuer and the City
from the sale of the Obligations, in the aggregate amount of $2,935,561.30 (consisting of the principal
amount of $2,750,000.00, plus a net original issue premium of $230,358.80 and less an Underwriter's
discount of $44,797.50) is expected to be needed and fully expended as follows:
(i) $192,637.69 of such proceeds will be deposited to the Costs of Issuance
Account to pay the Issuance Costs;
(ii) $2,537,941.00 of such proceeds will be deposited to the Acquisition and
Construction Fund to fund the Project; and
(iii) $204,982.61 of such proceeds will be deposited to the Reserve Account to fund
a reasonably required reserve.
(b) aver -Issuance. The total proceeds to be received by the Issuer and the City from the
sale of the Obligations, together with anticipated investment earnings thereon, do not exceed the total
amount necessary for the purposes described above.
(c) Temporary Period. The Issuer and the City have entered into a binding obligation to
expend at least five percent (5%) of the proceeds of the Obligations (less amounts deposited in the
Reserve Account) on the Project. Work on the construction and acquisition of the Project will proceed
with due diligence to the completion thereof, and at least eighty-five percent (85%) of the proceeds
derived from the sale of the Obligations, other than those held in the Reserve Account, will be expended
within three years of the date hereof on the Project.
(d) Working Capital. No working capital expenditures of the Issuer, the City or any related
entity of the Issuer or the City are to be financed directly or indirectly with proceeds derived from the
sale of the Obligations.
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(e) Reimbursement. Neither the Issuer nor the City are reimbursing itself for expenditures
paid prior to the date hereof.
(f) Funds and Accounts. The Indenture (or other document) creates and establishes the
following funds and accounts with respect to the Obligations:
(i) the Special Tax Fund, and within such fund,
(A) an Administrative Expense Account,
(B)
an Interest Account,
(C)
a Principal Account,
(D)
a Redemption Account, and
(E)
a Reserve Account;
(ii) the Rebate Fund, and within such fund,
(A) an Alternate Penalty Account, and
(B) a Rebate Account;
(iii) the Acquisition and Construction Fund, and within such fund,
(A) a City Facilities Account,
(B) a Costs of Issuance Account,
(C) a School Facilities Account, and
(D) a Water Facilities Account; and
(iv) the Surplus Fund.
(g) SinkingFunds.
(i) Bona Fide Debt Service Funds, The Interest Account, the Principal Account,
and the Redemption Account (to the extent such monies will be fully depleted within each Bond Year
(as such term is defined in Section IV(e) below)) (collectively, the "Bona Fide Debt Service Funds"),
will be used primarily to achieve a proper matching of revenues (and certain other monies) and
payments of principal and interest with respect to the Obligations within each Bond Year. Amounts
deposited in the Bona Fide Debt Service Funds will be depleted at least once each Bond Year except
for a reasonable carryover amount, if any, which, in the aggregate, will not exceed the greater of (i) the
earnings on such funds for the immediately preceding Bond Year, or (ii) one -twelfth of the debt service
with respect to the Obligations for the immediately preceding Bond Year.
(ii) Reasonably _ Required Reserve. Proceeds derived from the sale of the
Obligations deposited in the Reserve Account will not be greater than the least of (i) maximum annual
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debt service with respect to the Obligations, (ii) 125% of average annual debt service with respect to
the Obligations, or (iii) 10% of the face amount of Obligations (less original issue discount or plus
premium if in excess of 2% of the stated redemption amount at maturity) (the "Tax Reserve Limit").
The Underwriter has represented that the funding of the Reserve Account was reasonably required,
was a vital factor in marketing the Obligations, facilitated the marketing of the Obligations at an interest
rate comparable to that of bonds and other obligations of a similar type and is not in excess of the
amount considered necessary for such purpose.
(iii) No Other Proceeds. Other than the Bona Fide Debt Service Funds, the Reserve
Account, and the Redemption Account (but only to the extent such account is expected to pay debt
service and not part of the Bona Fide Debt Service Funds), there are no funds or accounts of the Issuer
or the City established pursuant to the Indenture, or otherwise, that are reasonably expected to be used
for the payment of principal and interest with respect to the Obligations or that are pledged as collateral
for the Obligations and for which there is a reasonable assurance that amounts on deposit therein will
be available for the payment of principal and interest with respect to the Obligations if the Issuer or
the City encounters financial difficulties. There are no amounts held under any agreement to maintain
amounts at a particular level for the direct or indirect benefit of the holders of the Obligations or
guarantor of the Obligations, if any, excluding for this purpose amounts in which the Issuer, the City
or a substantial beneficiary of the Issuer or the City may grant rights that are superior to the rights of
the holders of the Obligations or guarantor of the Obligations, if any, and amounts that do not exceed
reasonable needs for which they are maintained and as to which the required level is tested no more
frequently than every six months and that may be spent without any substantial restriction other than a
requirement to replenish the amount by the next testing date. The term of the Obligations is not longer
than is reasonably necessary for the governmental purpose of the issue, and the weighted average
maturity of the Obligations does not exceed 120% of the average reasonably expected economic life
of the financed Project.
(h) Rebate Fund. Amounts deposited in the Rebate Fund are to assist the Issuer and the
City with compliance of Section 148(f) of the Code.
(i) Reserved.
0) Investment. The proceeds derived from the sale of the Obligations and the amounts on
deposit in the aforementioned funds and accounts may be invested as follows:
(i) Amounts held in the Reserve Account not in excess of the Tax Reserve Limit
may be invested at an unrestricted yield. Amounts in the Reserve Account in excess of the Tax Reserve
Limit, if any, will be invested at a yield that does not exceed the yield on the Obligations or in Tax -
Exempt Obligations (as defined in Section IV(b)(i)(B) below).
(ii) Amounts deposited in the Bona Fide Debt Service Funds may be invested at an
unrestricted yield for a period not in excess of 13 months from the date of deposit of such amounts to
such funds. Amounts described in the previous sentence that may not be invested at an unrestricted
yield pursuant to this Subsection (ii) shall be invested either at a yield not in excess of the yield on the
Obligations or in Tax -Exempt Obligations.
(iii) Proceeds of the Obligations held in the Acquisition and Construction Fund to
pay Project costs and Issuance Costs may be invested at an unrestricted yield for a period of three years
from the date hereof. Investment earnings on obligations acquired with the amounts described in this
4856-4273-7417/200299-0007
Subsection (iii) may be invested at an unrestricted yield for a period not to exceed the applicable period
described in this Subsection (iii) or one year from the date of receipt, whichever period is longer.
(iv) Amounts held in the Administrative Expense Account, the Surplus Fund and
the Rebate Fund (not described above) that are not otherwise gross proceeds of the Obligations may
be invested without regard to yield.
(v) Amounts held in the Redemption Account that are not part of the Bona Fide
Debt Service Funds will be invested at a yield not in excess of the yield on the Obligations or in Tax -
Exempt Obligations.
(k) Yield. For purposes of this Tax Certificate, yield is calculated as set forth in
Section 148 of the Code and §§ 1. 148-4 and 1. 148-5 of the Treasury Regulations. Thus, yield generally
means that discount rate which when used in computing the present value of all unconditionally
payable payments representing principal, interest, and the fee of qualified guarantees paid and to be
paid with respect to the Obligations produces an amount equal to the issue price of the Obligations.
The issue price of the Obligations is $2,980,358.80, which is equal to, with respect to each Maturity
(as defined in Exhibit B), the first price at which at least 10% of the Maturity was sold to the Public
(as defined in Exhibit B), as represented by the Underwriter in Exhibit B. Yield with respect to the
obligations allocable to proceeds of the Obligations, is that discount rate which when used in
computing the present worth of the payments of principal and interest on the obligations produces an
amount equal to the purchase price of the obligations. The yield on the Obligations has been calculated
by the Underwriter to be 2.72185%, as provided in Exhibit B.
None of the Obligations (i) are subject to optional redemption within five years of the date
hereof, or (ii) bear interest at increasing interest rates (i.e., a stepped coupon bond). For purposes of
computing the arbitrage yield on the Obligations, the Issuer and the City will assume the Obligations
listed under Assumed Call/Computation Dates for Premium Bonds in the Proof of Arbitrage Yield in
Exhibit B are called at 103% premium on September 1, 2028, as provided in Exhibit B.
Absent an opinion of Bond Counsel that the exclusion from gross income of interest on the
Obligations will not be adversely affected for federal income tax purposes, the Issuer and the City will
not enter into any hedges (including swaps or caps) with respect to the Obligations.
(1) No Artifice or Device. The Obligations are not and will not be part of a transaction or
series of transactions (i) that attempts to circumvent the provisions of Section 148 of the Code, or any
successor thereto, and the regulations promulgated thereunder or under any predecessor thereto,
enabling the Issuer, the City or any related person of the Issuer or the City to exploit the difference
between tax-exempt and taxable interest rates to gain a material financial advantage, and (ii) that
increases the burden on the market for Tax -Exempt Obligations in any manner, including, without
limitation, by selling bonds that would not otherwise be sold, or selling more bonds, or issuing bonds
sooner, or allowing bonds to remain outstanding longer, than otherwise would be necessary.
IV. Rebate Compliance.
(a) Covenants. The Issuer and the City hereby covenant to comply with the rebate
requirements of Section 148(f) of the Code.
4856-4273-7417/200299-0007
The Issuer and the City acknowledge that the United States Department of the Treasury has
issued certain regulations with respect to certain requirements relating to compliance with
Section 148(f) of the Code. The Issuer and the City covenant that it will determine precisely what is
required with respect to Section 148(f) of the Code and will comply with any requirements applicable
to the Obligations.
The Issuer and the City acknowledge that, to the extent that an exception to the rebate
requirements of Section 148(f) of the Code is not available with respect to the Obligations, under
Section 148(f) of the Code, the federal government must be paid the sum of (i) the excess of the amount
earned on all Nonpurpose Investments with respect to the Obligations over the amount that would have
been earned had such investments been invested at a rate equal to the yield with respect to the
Obligations, plus (ii) any income attributable to the excess described in (i) (the "Rebate Requirement").
The Issuer and the City acknowledge that currently, unless an exception to the Rebate
Requirement is available, compliance with Section 148(f) of the Code generally involves a multi -step
process: (1) ascertaining the funds (the "Gross Proceeds") and investments (the "Nonpurpose
Investments") subject to the Rebate Requirement after applying, if applicable, a universal cap with
respect to the Obligations (the "Universal Cap"), (2) creating an investment history cash flow report
with respect to the investment of Gross Proceeds of the Obligations, (3) determining the yield with
respect to the Obligations (the "Yield"), (4) future valuing receipts and payments in the cash flow
report (including certain deemed receipts and payments) using the Yield as the discount factor, and
(5) determining the amount of rebatable arbitrage with respect to the Obligations and paying the
appropriate amount to the United States Treasury. See Treasury Regulations Sections 1.148-0 through
1.148-11, 1.149(d)-1, and 1.150-1 for rules with respect to rebate compliance methodology. See
Section IV(b)(i) below for a description of Nonpurpose Investments with respect to the Obligations,
Section IV(b)(ii) below for a description of Gross Proceeds of the Obligations, Section IV(b)(iii) below
for the description of a Universal Cap with respect to the Obligations, Section IV(b)(iv) below for a
description of Yield with respect to the Obligations for purposes of compliance with Section 148(f) of
the Code, and Section IV(d) with respect to permitted investment of Gross Proceeds.
The Issuer and the City also acknowledge that additional or different requirements may be
applicable to the Obligations if certain exceptions are satisfied. See Section IV(c) herein.
(b) Operative Terms.
(i) Nonpurpose Investments. Subject to the limitation in Section IV(b)(iii) below,
Nonpurpose Investments are generally securities, obligations, annuity contracts or any other
investment -type property that are not acquired to carry out the governmental purpose of the Obligations
that are allocated to Gross Proceeds. However, Nonpurpose Investments do not include:
(A) United States Treasury - State and Local Government Series, Demand
Deposit Securities; or
(B) Tax -Exempt Obligations. The term "Tax -Exempt Obligations" for the
purposes of this Tax Certificate includes (i) obligations the interest on which is excludable from gross
income for federal income tax purposes, and not treated as an item of tax preference under Section
57(a)(5)(C) of the Code, (ii) an interest in a regulated investment company to the extent that at least
ninety-five percent (95%) of the income to the holder of the interest is excludable from gross income
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under Section 103 of the Code, and (iii) a certificate of indebtedness issued by the United States
Treasury pursuant to the State and Local Government Series program described in 31 CFR Part 344.
(ii) Gross Proceeds. Subject to the limitation in Section IV(b)(iii) below, "Gross
Proceeds" with respect to the Obligations means:
(A) amounts actually or constructively received from the sale (or other
disposition) of the Obligations;
(B) amounts actually or constructively received from investing amounts
described in Clause (A);
(C) amounts (other than proceeds derived from the sale of the Obligations)
that are reasonably expected to be or are in fact used to pay debt service with respect to the Obligations;
(D) amounts pledged as security for the payment of debt service with
respect to the Obligations or otherwise serving as a reserve fund with respect to the Obligations;
(E) "transferred proceeds" of the Obligations; and
(F) any other amounts which are replacement proceeds of the Obligations
within the meaning of Treasury Regulation Section 1.148-1(c).
(iii) Universal Cap. Except as provided below, in no event shall the value of
Nonpurpose Investments allocated to Gross Proceeds of the Obligations exceed the Universal Cap of
the Obligations computed in accordance with Section 1.148-6 of the Treasury Regulations. The
Universal Cap of the Obligations is equal to the value of the outstanding Obligations computed in
accordance with Section 1.148-4 of the Treasury Regulations. The value of a Nonpurpose Investment
on a date allocated to Gross Proceeds of the Obligations for this purpose is equal to the value of such
investment in accordance with Treasury Regulation Section 1.148-5(d). The Universal Cap value and
the value of Nonpurpose Investments are to be computed as of the first day of each Bond Year that
commences after the second anniversary of the issue date and if the applicable obligations, are a
refunding issue, as of each date that, without regard to the Universal Cap, proceeds of any refunded
issue become "transferred proceeds" of the Obligations within the meaning of Section 1.148-9 of the
Treasury Regulations (a "Cap Computation Date"). Amounts allocable to the Bona Fide Debt Service
Funds are not subject to the Universal Cap. Between Cap Computation Dates, Nonpurpose
Investments cease to be allocated to the Obligations to the extent they are expended or otherwise cease
to be allocated to the Obligations under Section 1.148-6 of the Treasury Regulations. To the extent
Nonpurpose Investments cease to be allocated to the obligations of an Obligation, other investments
become so allocated up to the amount of the unused Universal Cap, computed in accordance with
Section 1.148-6 of the Treasury Regulations. If on a Cap Computation Date, Nonpurpose Investments
have a value in excess of the Universal Cap, an amount of such investments necessary to eliminate that
excess ceases to be allocated to the Obligations. Nonpurpose Investments cease to be allocated to the
Obligations in the following order, within the meaning of Section 1.148-6 of the Treasury Regulations:
(1) first, amounts held in a sinking fund, pledged fund, or reserve
or replacement fiend for the Obligations (other than proceeds derived from the sale of the Obligations
or investment earnings earned from investing any such sale proceeds),
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(2) second, transferred proceeds, and
(3) third, proceeds derived from the sale of the Obligations and
earnings thereon, all within the meaning of Section 1.148-6 of the Treasury Regulations.
(4) A failure to do a Universal Cap calculation on a Cap
Computation Date will not result in noncompliance with Section 148(f) of the Code if, in the absence
of that failure, the Obligations would have satisfied the Rebate Requirement.
(iv) Yield See Section III(k) hereof.
(c) Rebate Exception.
(i) Bona Fide Debt Service Funds. The Issuer and the City will be relieved of the
obligation to pay the Rebate Requirement with respect to amounts earned on funds in the Bona Fide
Debt Service Funds.
(ii) Expenditure Exceptions. There are three expenditure exceptions from the
Rebate Requirement - the "Two -Year Exception," the "Six -Month Exception," and the "Eighteen -
Month Exception." The Issuer and the City will be relieved of the obligation to pay the Rebate
Requirement with respect to that portion of the proceeds of the Obligations described in each applicable
Subclause (1) below of each Clause (A), (B), and (C), if the applicable requirements set forth in each
applicable Subclause (2) below are satisfied of each Clause (A), (B), and (C).
(A) Two -Year Exception.
(1) The portion of the "available construction proceeds" (as
defined below) of the Obligations at least 75% of which are to be used for construction expenditures
(including reconstruction and rehabilitation) with respect to property that is to be owned by a
governmental unit or an organization described in Section 501(c)(3) of the Code and exempt from
federal income tax under Section 501(a) of the Code is described in this Subclause (1). The term
"available construction proceeds" means an amount equal to the portion of the issue price (as defined
in Section III(k) above) of the Obligations described in this Subclause (1), increased by earnings
thereon, and increased by the earnings on the Reserve Account to the extent those earnings accrue
before the earlier of the date construction is substantially completed or the date two years after the date
hereof. Available construction proceeds do not include amounts to be used to pay Issuance Costs.
(2) This exception will be treated as being satisfied if at least 10%
of the available construction proceeds of the Obligations are expended for the governmental purposes
of the Obligations within the six-month period beginning on the date of issue of the Obligations, at
least 45% of such amounts are expended for the governmental purposes of the Obligations within the
one-year period beginning on the date of issue of the Obligations, at least 75% of such amounts are
expended for the governmental purposes of the Obligations within the 18-month period beginning on
the date of issue of the Obligations, and all of such amounts are expended for the governmental
purposes of the Obligations within the two-year period beginning on the date of issue of the
Obligations. The requirement that 100% of the available construction proceeds of the Obligations be
expended within two years may be reduced to not below 95% provided that the amount not expended
is held by the Issuer and the City for a period not exceeding one year as a "reasonable retainage" as
required or permitted by construction contracts with contractors. The requirement that 100% of the
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4856-4273-7417/200299-0007
Gross Proceeds be expended within two years may be reduced by an amount equal to the lesser of 3%
of the issue price of the Obligations or $250,000.00 if the Issuer and the City exercised due diligence
to complete the Project.
(B) Six -Month Exception. The Issuer and the City will be relieved of the
obligation to pay the Rebate Requirement with respect to the portion of the proceeds of the Obligations
described in Subclause (1) below if the requirements described in Subclause (2) below are satisfied.
(1) All Gross Proceeds of the Obligations (other than "transferred
proceeds" of the Obligations, amounts held in the Reserve Account, and amounts allocable to the Bona
Fide Debt Service Funds), are described in this Subclause (1).
(2) This exception will be treated as having been satisfied if all
Gross Proceeds of the Obligations subject to this exception are expended for the governmental
purposes of the Obligations no later than the day that is six months after the date of issue of the
Obligations.
(C) Eighteen -Month Exception. The Issuer and the City will be relieved of
the obligation to pay the Rebate Requirement with respect to the portion of the proceeds of the
Obligations described in Subclause (1) below if the requirements described in Subclause (2) below are
satisfied.
(1) All Gross Proceeds of the Obligations allocable to new money
purposes that may be invested at an unrestricted yield, including reasonably expected investment
earnings as of the date hereof (other than amounts allocable to the Bona Fide Debt Service Funds, and
amounts held in the Reserve Account), are described in this Subclause (1).
(2) This exception will be treated as being satisfied if at least 15%
of such monies are expended for the governmental purposes of the Obligations within the six-month
period beginning on the date of issue of the Obligations, at least 60% of such monies are expended for
the governmental purposes of the Obligations within the one-year period beginning on the date of issue
of the Obligations, and 100% of such monies are expended for the governmental purpose of the
Obligations within the 18-month period beginning on the date of issue of the Obligations. The
requirement that 100% of the Gross Proceeds be expended within 18 months may be reduced to not
below 5% of the proceeds derived from the sale of the Obligations subject to this exception that is
retained for reasonable business purposes relating to the property financed with the Obligations
provided such monies are expended within 30 months of the issue date of the Obligations.
Additionally, the requirement that 100% of the Gross Proceeds be expended within 18 months may be
reduced by an amount equal to the lesser of 3% of the issue price of the Obligations or $250,000.00 if
the Issuer and the City exercised due diligence to complete the Project.
(iii) Expectations. The Issuer and the City reasonably expect that at least 75% of
the proceeds of the Obligations deposited in the City Facilities Account, the Water Facilities Account,
and the School Facilities Account of the Acquisition and Construction Fund, and earnings thereon, are
expected to be used for Project construction expenditures.
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(iv) Elections.
(1) Seventy -Five Percent Test. Pursuant to Treasury Regulation
Section 1.148-7(f)(1)(i), the Issuer and the City expressly elect to satisfy the requirements of
Section 148(f)(4)(C)(iv)(I) of the Code based upon its reasonable expectations.
(2) Penalty in Lieu of Debate. The Issuer and the City expressly
do not elect to pay the penalty described in Section 148(f)(4)(C)(vii) of the Code in lieu of the Rebate
Requirement described in Section 148(f)(2) of the Code, the 3% Penalty described in
Section 148(f)(4)(C)(viii) of the Code, or to tenninate the 1'/z% Penalty pursuant to
Section 148(f)(4)(C)(ix) of the Code. Additionally, the Issuer and the City expressly do not elect to
exclude earnings on any reasonably required reserve fund as available construction proceeds pursuant
to Section 148(f)(4)(C)(vi)(IV) of the Code.
(3) Bifurcation. The Issuer and the City expressly do not elect to
treat the issue of Obligations as separate bond issues for purposes of Section 148(f)(4) of the Code.
(d) Prohibited Investments and Dispositions. The Issuer and the City acknowledge that
compliance with Section 148(f) of the Code may involve taking no action to artificially reduce the
Rebate Requirement by the manner of investing Gross Proceeds. The Issuer and the City covenant that
absent an opinion of Bond Counsel that the exclusion from gross income of interest with respect to the
Obligations will not be adversely affected, it will comply with the rules of this Section IV(d) to assure
compliance with Section 148(f) of the Code.
(i) No Nonpurpose Investment may be acquired with Gross Proceeds for an
amount in excess of the fair market value of such Nonpurpose Investment. No Nonpurpose Investment
may be sold or otherwise disposed of for an amount less than the fair market value of the Nonpurpose
Investment.
(ii) The fair market value of any Nonpurpose Investment is the price which a
willing buyer would pay to a willing seller to acquire the Nonpurpose Investment in a bona fide, arm's-
length transaction, with no amounts paid or received to artificially reduce or increase the yield on the
Nonpurpose Investment. Fair market value generally is determined on the date on which a contract to
purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the
settlement date). The purchase or sales price of a Nonpurpose Investment is not adjusted (except as
provided below) to take into account any administrative costs of the Nonpurpose Investment. For
calendar year 2022, a brokerage commission or similar fee for an investment contract and for
investments for a yield restricted defeasance escrow is included as a receipt to the extent the
commission exceeds the lesser of (A) $43,000 and (B) 0.2% of the computational base or, if more,
$4,000; provided, a brokers fee or similar fee is included as a receipt to the extent all brokers fees or
similar fees of the issue of Obligations exceed $122,000. For purposes of this Tax Certificate
"computational base" means (A) for a guaranteed investment contract, the amount of Gross Proceeds
to be deposited in the contract, and (B) for investments (other than guaranteed investment contracts)
to be deposited in a yield restricted defeasance escrow, the amount of Gross Proceeds initially invested
in those investments. For subsequent calendar years, the dollar limits described in this Section IV(d)(ii)
may be increased for cost -of -living adjustments. See Treasury Regulation Section 1.148-5(e)(2)(iii).
Certain administrative costs, including reasonable direct administrative costs, other than carrying costs,
such as brokerage commissions or selling commissions, but not legal and accounting fees,
recordkeeping, custody and similar costs, may be taken into account in computing the Rebate
13
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Requirement with respect to investments. See Treasury Regulation Section 1.148-5. General overhead
costs and similar indirect costs of the Issuer and the City such as employee salaries and office expenses
and costs of computing rebatable arbitrage may not be taken into account. The following provisions
provide guidelines as to when the Nonpurpose Investment will be deemed to be acquired for its fair
market value. Other methods may be used, however, to establish fair market value.
(iii) Nonpurpose Investments that are investment contracts and investments
purchased for a yield restricted defeasance escrow will be considered acquired for an amount equal to
the fair market value of such obligations if the following requirements are satisfied:
(A) The Issuer and the City make a bona fide solicitation for the purchase
of the investment. A bona fide solicitation is a solicitation that satisfies all of the following
requirements:
(1) The bid specifications are in writing and are timely forwarded
to potential providers.
(2) The bid specifications include all material terms of the bid. A
term is material if it may directly or indirectly affect the yield or the cost of the investment.
(3) The bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential provider did not consult with
any other potential provider about its bid, that the bid was determined without regard to any other
formal or informal agreement that the potential provider has with the Issuer, the City or any other
person (whether or not in connection with the bond issue), and that the bid is not being submitted solely
as a courtesy to the Issuer, the City or any other person for purposes of satisfying the requirements of
Clause (13)(1) or (2) below.
(4) The terms of the bid specifications are commercially
reasonable. A term is commercially reasonable if there is a legitimate business purpose for the term
other than to increase the purchase price or reduce the yield of the investment. For example, for
solicitations of investments for a yield restricted defeasance escrow, the hold firm period must be no
longer than the Issuer and the City reasonably require.
(5) For purchases of guaranteed investment contracts only, the
terms of the solicitation take into account the Issuer and the City's reasonably expected deposit and
drawdown schedule for the amounts to be invested.
(6) All potential providers have an equal opportunity to bid. For
example, no potential provider is given the opportunity to review other bids (i.e., a last look) before
providing a bid.
(7) At least three reasonably competitive providers are solicited for
bids. A reasonably competitive provider is a provider that has an established industry reputation as a
competitive provider of the type of investments being purchased.
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(B) The bids received by the Issuer and the City meet all of the following
requirements:
(1) The Issuer and the City receive at least three bids from
providers that the Issuer and the City solicited under a bona fide solicitation meeting the requirements
of Clause (A) of this Subsection (iii) and that do not have a material financial interest in the issue. A
lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest
in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial
advisor with respect to the purchase of the investment at the time the bid specifications are forwarded
to potential providers has a material financial interest in the issue. A provider that is a related party to
a provider that has a material financial interest in the issue is deemed to have a material financial
interest in the issue.
(2) At least one of the three bids described in Clause (13)(1) of
above is from a reasonably competitive provider, within the meaning of Clause (A)(7) of this
Subsection (iii).
(3) If the Issuer and the City use an agent to conduct the bidding
process, the agent did not bid to provide the investment.
(C) The winning bid meets the following requirements:
(1) Guaranteed investment contracts. If the investment is a
guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net
of any broker's fees).
(2) Other investments. If the investment is not a guaranteed
investment contract, the following requirements are met:
a. The winning bid is the lowest cost bona fide bid
(including any broker's fees). The lowest cost bid is either the lowest cost bid for the portfolio or, if the
Issuer and the City compare the bids on an investment -by -investment basis, the aggregate cost of a
portfolio comprised of the lowest cost bid for each investment. Any payment received by the Issuer
and the City from a provider at the time a guaranteed investment contract is purchased (e.g., an escrow
float contract) for a yield restricted defeasance escrow under a bidding procedure meeting the
requirements of Subsection (iii) is taken into account in determining the lowest cost bid.
b. The lowest cost bona fide bid (including any broker's
fees) is not greater than the cost of the most efficient portfolio comprised exclusively of State and Local
Government Series Securities from the United States Department of the Treasury, Bureau of Public
Debt. The cost of the most efficient portfolio of State and Local Government Series Securities is to be
determined at the time that bids are required to be submitted pursuant to the terms of the bid
specifications.
C. If State and Local Government Series Securities from
the United States Department of the Treasury, Bureau of Public Debt are not available for purchase on
the day that bids are required to be submitted pursuant to terms of the bid specifications because sales
of those securities have been suspended, the cost comparison of Clause (C)(2)(b) above is not required.
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(D) The provider of the investments or the obligor on the guaranteed
investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third
parties in connection with supplying the investment.
(E) The Issuer and the City retain the following records with the bond
documents until three years after the last outstanding bond is redeemed:
(1) For purchases of guaranteed investment contracts, a copy of the
contract, and for purchases of investments other than guaranteed investment contracts, the purchase
agreement or confirmation.
(2) The receipt or other record of the amount actually paid by the
Issuer and the City for the investments, including a record of any administrative costs paid by the Issuer
and the City, and the certification under Clause (D) above.
(3) For each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results.
(4) The bid solicitation form and, if the terms of the purchase
agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted
bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation.
For example, if the Issuer and the City purchase a portfolio of investments for a yield restricted
defeasance escrow and, in order to satisfy the yield restriction requirements of Code Section 148, an
investment in the winning bid is replaced with an investment with a lower yield, the Issuer and the City
must retain a record of the substitution and how the price of the substitute investment was determined.
If the Issuer and the City replace an investment in the winning bid portfolio with another investment,
the purchase price of the new investment is not covered by the safe harbor unless the investment is bid
under a bidding procedure meeting the requirements of this Subsection (iii).
(5) For purchases of investments other than guaranteed investment
contracts, the cost of the most efficient portfolio of State and Local Government Series Securities,
determined at the time that the bids were required to be submitted pursuant to the terms of the bid
specifications.
(iv) Nonpurpose Investments that are certificates of deposit with a fixed interest
rate, a fixed principal payment schedule, a fixed maturity, and a substantial penalty for early
withdrawal, will be considered acquired for their fair market value if the following requirements are
satisfied:
(A) the yield on the certificate of deposit is not less than the yield on
reasonably comparable direct obligations of the United States; and
(B) the yield on the certificate of deposit is not less than the highest yield
that is published or posted by the provider to be currently available from the provider on comparable
certificates of deposit offered to the public.
(v) Except as otherwise provided in this Section IV(d), any Nonpurpose
Investment that is not of a type traded on an established securities market, within the meaning of Code
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Section 1273, shall be rebuttably presumed to be acquired or disposed of for an amount that is not
equal to the fair market value of the Nonpurpose Investment.
(vi) The fair market value of a United States Treasury obligation that is purchased
directly from the United States Treasury is its purchase price.
(e) Bond Year. For purposes of this Tax Certificate, a "Bond Year" ends on each
September 1 and begins on each September 2; provided that the first Bond Year begins on the date
hereof and the last Bond Year ends on the date no Obligations are outstanding.
V. Recordkeeping and Allocation.
(a) Rcoordkeeping. The Issuer and the City will maintain or cause to be maintained
sufficient records to support compliance with the provisions of this Tax Certificate and to support the
exclusion from gross income of interest on the Obligations for federal income tax purposes, including,
but not limited to, the following:
opinions);
(i) basic records relating to the Obligations (e.g., indenture, loan agreement, and
(ii) documentation evidencing expenditure of Obligation proceeds;
(iii) documentation evidencing use of Obligation financed property (e.g.,
management and service contracts);
(iv) documentation evidencing sources of payment and security for Obligations ;
and
(v) documentation pertaining to the investment of Obligation proceeds (including
rebate calculations).
In particular, the Issuer and the City will maintain or cause to be maintained detailed records
with respect to each security, obligation, annuity contract, or an other investment -type property
allocated to Gross Proceeds, including: (i) purchase date, (ii) purchase price, (iii) information
establishing fair market value on the date such investment is allocated to Gross Proceeds, (iv) any
accrued interest paid, (v) face amount, (vi) coupon rate, (vii) periodicity of interest payments,
(vii) disposition price, (ix) any accrued interest received, and (x) disposition date. The Issuer and the
City shall establish separate sub -accounts or take other accounting measures in order to account fully
for all Gross Proceeds. The Issuer and the City shall maintain books and records with respect to the
allocation of Gross Proceeds in accordance with this Tax Certificate. All records required to be
maintained pursuant to this Tax Certificate must be kept as long as the Obligations are outstanding
plus three years after all Obligations are retired, and with respect to obligations refunded by the
Obligations, for the same period required for the Obligations.
(b) Allocation. The Issuer and the City may use any reasonable, consistently applied
accounting method to account for Gross Proceeds of the Obligations in accordance with Treasury
Regulation Section 1.148-6; for purposes of allocating Gross Proceeds to capital expenditures intended
to be financed pursuant to this Tax Certificate after the date of issue of the applicable Tax -Exempt
17
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Obligation, and paid to unrelated third parties ("Qualified Capital Expenditures"), the Issuer and the
City may use the following accounting methods: "specific tracing," "gross -proceeds -spent -first,"
"first -in, first -out," or a ratable allocation method. The Issuer and the City covenant to consult with
Bond Counsel with respect to the applicable method of allocation of Gross Proceeds to expenditures
that are not Qualified Capital Expenditures. In addition, the accounting method applied must account
uniformly for (i) Gross Proceeds commingled with other moneys in excess of $25,000 and such other
commingled moneys and (ii) Gross Proceeds for each fiscal year or interim fiscal period therein during
which the issue is outstanding. Another accounting method may, however, be utilized for moneys if it
is for a bona fide purpose unrelated to federal income tax restrictions. If Gross Proceeds are
commingled with other moneys (other than in an open-end regulated investment company) in an
amount in excess of $25,000 (a "Commingled Fund"), the following additional requirements must be
satisfied. First, all payments and receipts with respect to investments in the Commingled Fund must
be allocated among the different moneys ratably based upon either (i) average daily balances during a
"Computation Period" (as defined below) or (ii) the average of the beginning and ending balances of
the amounts in the Commingled Fund for a Computation Period that does not exceed one month. A
Commingled Fund may use as its Computation Period any consistent time period within its fiscal year
that does not exceed three months. Not less frequently than at the end of each Computation Period,
the Commingled Fund must compute and allocate to different types of moneys all payments, receipts,
income, gain or losses realized, and expenditures. Second, except as provided below, the Commingled
Fund must treat all of its investments as if sold at fair market value on the last day of the fiscal year or
as of the last day of each Computation Period, and so allocate net gains or losses from such deemed
sales (the "Mark -to -Market Requirement"). A Commingled Fund need not satisfy the Mark -to -Market
Requirement if (i) the remaining weighted average maturity of all investments held by the Commingled
Fund during a fiscal year does not exceed eighteen months and such investments consist exclusively
of debt obligations, (ii) the Commingled Fund serves as a common reserve fund or sinking fund for
two or more issues of the same issuer or (iii) the Issuer and the City (and any related parry of the Issuer
or the City) do not own more than twenty-five percent of beneficial interests in the Commingled Fund.
Common reserve funds or sinking funds for two or more issues must be ratably allocated (not less
frequently than once every five years and on each date a new issue is added or retired (if relative
original principal amounts are used to so allocate)) in accordance with (i) the value of the bonds under
Treasury Regulation Section 1.148-4(e), (ii) the relative amounts of the remaining maximum annual
debt service payable on the issues, or (iii) the relative original stated principal amounts of the
outstanding issues. Notwithstanding any other provision of this Tax Certificate, the allocation
methodology applied must be consistent for all purposes of this Tax Certificate.
The Issuer and the City must account for the allocation of Gross Proceeds to expenditures not
later than eighteen months after the later of the date the expenditure is paid and the date the applicable
portion of the Project is placed in service and in any event, by the date sixty days after the fifth
anniversary of the issue date of the Obligations or the date 60 days after the retirement of the Obligation
if earlier.
VI. Miscellaneous.
(a) Federal Guarantee. The Issuer and the City will not invest any of the proceeds of the
Obligations in a manner which would result in the Obligations being considered "federally guaranteed"
within the meaning of Section 149(b) of the Code, except as permitted therein (i.e., will not cause
interest with respect to the Obligations to be included in gross income for federal income tax purposes).
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(b) Information Reporting. Attached as Exhibit C is a copy of the Form 8038-G filed with
respect to the Obligations.
(c) No Pooiin . The Issuer and the City do not expect to use and will not use the proceeds
of the Obligations to make or finance loans to two or more ultimate borrowers.
(d) Hedge Bonds. Not more than 50% of the proceeds of the Obligations will be invested
at a guaranteed rate of return for a term of four years or more.
E9
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EXHIBIT A
DESCRIPTION OF PROJECT
Exhibit A-1
4856-4273-7417/200299-0007
EXHIBIT B
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
CERTIFICATE OF THE UNDERWRITER
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel") hereby
certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the
"Bonds").
1. Sale of the Bonds. As of the date of this certificate, for each Maturity (as defined
below) of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public (as
defined below) is the respective price listed in Schedule A.
Defined Terms.
(a) Issuer means the Community Facilities District No. 2019-1 of the City of Menifee
(Meadow Run).
(b) 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.
(c) 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.
(d) 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).
Arbitrage Yield.
We have provided the attached schedules to the Issuer with respect to the yield on the Bonds
being 2.72185%. Bond Counsel (as defined in the attached Tax Certificate) has advised that the issue
price is determined based on the prices of each Maturity of the Bonds listed in Schedule A as described
in paragraph 1 above. To the extent that we provided the Issuer and Bond Counsel with certain
computations that show a bond yield, issue price, weighted average maturity and certain other
information with respect to the Bonds, these computations are based on our understanding of directions
that we have received from Bond Counsel regarding their interpretation of the applicable law. We
express no view regarding the legal sufficiency of any such computations or the correctness of any
legal interpretation made by Bond Counsel.
Exhibit B - 1
4856-4273-7417/200299-0007
4. Reserve Account
The establishment of the Reserve Account in the amount of the Reserve Requirement was vital
to the marketing of the Bonds and reasonably required to assure the payment of debt service on the
Bonds.
Stifel understands that Bond Counsel will rely upon the representations and certifications in
this certificate, among other things, in reaching its conclusion that the Bonds do not constitute
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended
(the "Code"), provided, however, that nothing herein represents our interpretation of any laws, and, in
particular, the Treasury Regulations issued under Section 148 of the Code.
[REMAINDER OF PAGE INTENTIONALLYLEFT BLANK.I
Exhibit B-2
4856-4273-7417/200299-0007
The representations set forth in this certificate are limited to factual matters only. Nothing in
this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and
148 of the Code 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 attached Tax Certificate and with respect to compliance with the federal income tax
rules affecting the Bonds, and by Bond Counsel 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: January 26, 2022 STIFEL, NICOLAUS & COMPANY,
INCORPORATED
Authorized Officer
Exhibit B-3
4856-4273-7417/200299-0007
SCHEDULE A
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
Matiuity Principal
(September 1) A111outit
MATURITY SCHEDULE
111terest 10% Test
Rate Yield Price Satisfied
2022
$10,000
4.000%
0.450%
102.114 X
2023
20,000
4.000
0.720
105.199 X
2024
25.000
4.000
1.160
107.244 X
2025
25.000
4.000
1.570
108.465 X
2026
30.000
4.000
1.720
110.035 X
2027
35,000
4.000
1.900
111.099 X
2028
40,000
4.000
2.080
111.777 X
2029
45,000
4.000
2.150
112.901 X
2030
50.000
4.000
2.210
113.525(c) X
2031
50,000
4.000
2.250
113.260(c) X
2032
55,000
4.000
2.290
112.995(c) X
2037m
370,000
4.000
2.360
112.532(c) X
2043m
655,000
3.000
3.000
100.000 X
2051m
1.340,000
4.000
2.670
110.512(c) X
Subject to
Hold-The-
Offering-
10% Test Price Rule
Not (marked if
Satisfied used)
Term Bond.
(cY Priced to optional call at 103% on September 1, 2028.
At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the
business day immediately following the date of this Purchase Agreement.
Schedule A to Exhibit B
4856-4273-7417/200299-0007
SCHEDULE B
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
PROOF OF ARBITRAGE YIELD
(See Attached)
Schedule B to Exhibit B
4856-4273-7417/200299-0007
PROOF OF ARBITRAGE YIELD
City of Menifee, California
Community Facilities District 2019-1 (Meadow Run)
2022 Special Tax Bonds
*1F*ihfhk**R*kx RkiilRl'kRhk*h'*1rRRt}�Y Rx/ikRkRkkxxk�nwn•�>Yav n••nx kkx•xxRR>t}y {*�>txk*•xkit*sa Rk*RTFxx*xxfx
FINAL
wren[ Veu.,
b )112612022
D. CALSmvi.:u ]�]ilG7t��24 `sob
03101M22
10.(97 84
10.031.24
OB/0112022
61.725.00
60.736.40
03101=
51.525.00
50.019 04
0910112023
71.52500
86,60223
03/0112024
61.125.00
48506.95
W0112024
76,125.00
70.90317
0310112025
50,825.00
46.550.63
09101/2025
75M6.00
66,070.72
U0112021
50,125.00
4481021
09101M28
8a125.00
707fi0.60
03/01/2027
40.Wi.00
43:140.00
09/0il=
8025.00
72.655.33
O.Y0112028
46,525,00
41.405'12
09/01/2028
2,009,775.00
1,081A08.00
03101.29
101775,D0
8M2.64
0910112029
65.725.00
46.378 60
034)1121130
g,825.00
7,893.36
OM112MO
6AMM
7,787.38
030112/331
0,825.00
7,8a2.82
OM112031
0,11a00
7.679.07
03I0112032
&E25.00
7.477.00
DM112032
9,625.00
7,377.50
03/01/2033
0,82500
7.278.46
091012033
9.626.00
7,1 au.72
0310172034
9.825.00
7,084.31
091OV2034
"25,00
6,080.10
0310112035
988600
0.895.35
090=35
0,625.00
6.802.77
031DIM36
9,825i00
6,711.43
0910112036
0,625�00
0.621.32
03101=37
9,625.Oq
6,532.42
09101=37
9,625,00
0444.71
03101r2038
0,825.00
6,368.16
09101I2038
106,87500
e6,925, 99
0310112039
8.40a00
5,291.01
09f01121139
106.4MOn
67.302.48
03101/2040
ARM()
4230.20
0910172040
114.90000
67.687.72
03101/2041
5,325_O0
3,177.58
09f0112041
115525.07
67,893.79
0310IM42
3,11MO0
2.134.49
0910j 2042
123,075.D0
70.807,54
0310172043
1,875.00
1,058, 98
09/0112043
126,87'aM
70,762.04
3.721,88254
2,980,358.80
Procee_ds_5u_mmar_y
Delivery date 0172W022
Par Value 2,750,000.00
Premium (Discount) 230,358.80
Target for yield calculation 2,980,358 80
Schedule B to Exhibit B
4856-4273-7417/200299-0007
PROOF OF ARBITRAGE YIELD
City of Menlfee, California
Community Facilities District 2019-1 (Meadow Run)
2022 Special Tax Bonds
■*ke�tlrtNF*>MT*/a*RR*ll�R�tR�*f *NArM*� k�14*R� R-RRYM*>t*�1l�FNA�I�FkN�M IeRRM1�MllNRfMkAR�R/HFfRA*'R�
FINAL
ecai
C�ii yu iah
Assumed Call/Computation
lAsury
�eW Fde
Dates for Premium Bonds
cd Cal -14
D;Ga F1'�e Ca1;4.1dw4y
SERIALS
09N1/2029
4000%
2150%
21505299%
SERIALS
0910112030
4.000%
2210%
00N12028
103000
22106459%
SERIALS
0&012031
4.MON.
2.250%
09N1I2028
103.000
22505435%
SERIALS
0&0112032
4000%
2290%
09101I2028
103000
22905490%
TERM37
08101/2D33
4-000b
2360%
09A11I2028
103.000
23807D58%
TERM37
091012034
4 000%
2360%
0910 2028
103000
23807058%
TERM37
09MUM35
4.D00%
2.360%
09/0112028
103.000
2.3607058%
TERM37
O9N12036
4.000%
235frA
0910112028
103.000
2360 M %
TERM37
09I01/2037
4000a.6
2.300%
09N1I2028
103000
23607058%
TERM51
09/011Z744
4.000%
2670%
09N112028
103000
26707375%
TERM51
OWOJIM45
4000%
2070%
OON112028
103000
2,0707375%
TERM51
O9/01IM46
4000%
2.670%
0010112028
103,000
2,6707375%
TERM51
09101/2047
4.000%
267000
D9,U 2028
103.000
26707375%
TERM51
09I01/2048
4.00(96
Z670%
OOR)112028
103 ODD
26707375%
TERM51
091012049
4-000%
2B7b%
09N112028
103000
16707375%
TERM51
091012050
4000%
2670%
09N712028
103000
26707375%
TERM51
00/01/2051
4MM
2fi70%
09N712028
103A00
2,6707375%
Rejected CallfComputation
Dates for Premium
Bonds
JNtl I-L
ftd% I•a o�.e
DAa FAa
YNC
CaNKIL'4Y I'�`!NJ
SERIALS
0910112020
4.000°-
2.150%
09/012028
103.000
2.3047056%
01542357%
SERIALS
09'012030
4000%
2210%
22603800%
00487448%
SERIALS
09101=30
4.000%
2.2150%
OD1012029
102.000
2.2027863%
00821406%
SERIALS
0910112031
4000I,
2250%
24419722%
01914288%
SERIALS
09101=1
4.MMMA
2250%
01 M 2020
102.000
2 3280003%
0-0775168%
SERIALS
091012031
4.WM
2250%
09/012030
101,000
2-3902010%
01397375%
SERIALS
O9I0112032
400016
2280%
25900963%
029B3/B4%
SERIALS
0910112032
4 D00%
2 290%
OBV012028
102 000
2 3634297%
0 0728807%
SERIALS
09V01/2032
4.000%
2290%
09/OV2030
101000
2-4220998%
a1315508%
SERIALS
09/0112032
4M"A
229"
0WOM31
100000
24709871%
0.1804381%
TERM37
OB1012033
4000%
2380%
2.7320895%
03713835%
TERM37
OBN720D3
4WWA
2.380%
09l0112029
102000
2.4254559%
0.004761D%
TERM37
09/012033
4 MCI%
2300%
0910112030
101 000
2 4779010%
0-1171952%
TERM37
09N72033
4.001rA
2200%
00�VM31
100000
252'8719%
0-181 061%
TERM37
OWM034
4.000%
2.360%
2.8110047%
0.451198096
TERK437
09N72034
400046
2360%
09/012029
102.000
2.4254589%
00647510%
TERM37
09I01l2034
4000%
2.360%
OW0112030
101,000
24779010%
0.1171952%
TERM37
OW..4
000%
2 380%
0&OV2031
I 000
2 5218719%
0.1611661%
TERM37
O9012035
4000%
2 3e0%
2 8798080%
05191030%
TERM37
09/012035
4.000%
2,380%
09/012D2B
102.000
2.4254569%
(10547510%
TERM37
9N
O72005
4 D00%
2 360%
09/01/2030
101.000
24770010%
0.1171952%
TERM37
OMI012035
4.00069
2 360%
09/012031
100 000
2 6218719%
0.1611661 %
TERM37
0910U2036
4000%
2300%
29382459%
05775400%
TERM37
091012036
4.000%
2300%
09/0112020
102.000
2.4264569%
0,0647510%
TERM37
09/012036
4 MM
2 360%
09212030
101-000
2.4779010%
0.1171952%
TERM37
MI012030
4000%
2300%
ODIO112031
100.000
2521B710%
0-1611091%
TERM37
09/012037
4 WM
2 360%
2,0890343%
0.6283284%
TERM37
W012037
4 MMMI,
2 380%
OW0112029
102.000
2 42545M
0 0647510%
TERM37
09N12037
4000%
2380%
00/012030
101.000
2.4779010%
0.117196236
TERM37
09/012037
4.000%
2360%
09/012031
100.000
Z521B719%
0.1611861%
TERM51
09101=44
4.000%
2070%
33342344%
00034968%
TERM51
O9N12044
4.000%
2870%
DWOM2029
102.000
2e995689%
00288313%
TERM51,
OB/012044
00
40°.6
2.070%
OW0112030
101000
2.7245114%
0.0537739%
TERMS
OBI012044
4'000%
2.070%
091012031
100.000
2,7467806%
00780321%
TERMS
OW012045
4000%
2070%
33519804%
0.6812429%
TERM51
O9N72045
4000.4
2070%
001012020
102.0D0
2.6995889%
00288313%
TERMS
OBN72045
4.000%
2070%
OSM12030
101.000
Z7245114%
00537739%
TERM51
091012045
4.000%
2.070%
0M12031
100.000
7.7407896%
0.0780321%
TERMS
OB/012046
4000%
2 670%
3 3681973%
0 e974598%
TERM51
091012048
4.000°.6
2-070%
00 I M29
102,000
2.0995889%
0.0288313%
TERM51
091012046
4000%
2 870%
OW0112030
101.000
2.7245114%
00537739%
TERM51
09N12046
4 000%
2670%
09/012031
100.000
2 7467898%
0 0760321 %
TERM
0910112
4 00036
2 070%
3 3830048%
0 7123273%
TERM51
.12047
4 000%
2 070%
09/01/2029
102 000
2 5995689%
00288313%
TERM51
OB/012047
400046
2.070%
00/0112030
101.000
27245114%
00537739%
TERM61
09,012047
4.000%
2.070%
09/0112031
100.000
2.7467808%
0.0760321%
TERM51
09N72048
4 MMA
2 670%
3 3907357%
07259961%
TERMS
OBI012048
4'0M0%
2.670%
OW0112020
102 ON
2.6095689%
00288313%
TERMS
09NV2048
4.000%
2070%
09/012030
101.000
27245114%
00537739%
TERMS?
09/012048
4 00M%
2670%
0910112031
100.000
2 7467896%
0.0760321 %
TERM51
09NV2049
4.000%
2,670%
3.4093403%
07386028%
TERM51
091012049
4 MM
2 070%
09'012029
102 000
2 69950e9%
0 0288313%
TERMS
OW1112049
4000%
2fi70%
09N172030
101000
Z7245114%
00537739%
TERM51
09J012048
4000%
2.970%
OMVM31
100000
2.7467096%
00760321%
TERM51
09/012050
4 000A
2.070%
3.4200013%
0 7502537%
TERM51
O9N72050
4000%
2070%
09101/2028
102 000
2 5995889%
0 0288313%
TERMS
09N12050
4.000%
2.670%
09/012030
101000
27245114%
00637730%
TERM51
OB1012050
4' 000%
2070%
OB10112031
100.000
2.7487ege%
00760321%
TERMSI
0M112 1
4010%
2670%
3.4317857%
0.7610481%
TERM51
O9l012051
4,000%
2670%
09N12029
102.000
2.5995689%
00288313%
TERB451
0910120.51
4 000%
2 670%
09/0112030
101.000
Z7245114%
00537739%
TERMS
091012051
4.00Ma.6
2670%
0910112031
100-000
2 7467696%
0 0700321%
Schedule B to Exhibit B
4856-4273-7417/200299-0007
EXHIBIT C
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
INFORMATION REPORTING
101119-05
Exhibit C-1
4856-4273-7417/200299-0007
EXHIBIT D
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
OF CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
POST -ISSUANCE COMPLIANCE
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run) (the "Issuer")
and the City of Menifee (the "City") understand that post issuance compliance with the restrictions
contained in the attached Tax Certificate is required to ensure that interest evidenced by the Obligations
remains excluded from gross income for federal income tax purposes. The Issuer and the City
understand that the attached Tax Certificate, together with this exhibit, contains written procedures of
the Issuer and the City to effectuate post -issuance compliance with the attached Tax Certificate and
the requirements of the Code applicable to the Obligations. In furtherance thereof, the Issuer and the
City hereby agree to:
1. Assign responsible personnel of the Issuer and the City to monitor and ensure
compliance with the restrictions contained in the attached Tax Certificate.
2. Provide adequate training to responsible personnel of the Issuer and the City to
effectuate the purposes of this exhibit.
3. Have personnel of the Issuer and the City regularly review the restrictions of the
attached Tax Certificate and establish adequate record retention and calendaring mechanisms internally
to ensure that the Issuer and the City will be able to establish post -issuance compliance with the
restrictions of the attached Tax Certificate. In particular, the Issuer and the City will maintain records
detailing the investment and expenditures of Obligation proceeds, as provided in the attached Tax
Certificate. The Issuer and the City will seek expert advice regarding compliance with the arbitrage
rebate and yield restriction provisions of the attached Tax Certificate, and carefully monitor and
calendar the dates by which Obligation proceeds should be expended to comply with yield restriction
and rebate exceptions and the dates rebate must be paid.
4. Regularly consult with Bond Counsel and other advisors of the Issuer and the City
regarding any issues that arise regarding post -issuance compliance with the attached Tax Certificate
(including any failure or anticipated failure to expend Obligation proceeds during the periods described
in the attached Tax Certificate or any changes in use of the Project). The Issuer and the City understand
that the use of the Project financed by the Obligations must be monitored throughout the term to
maturity of the Obligations, and records must be retained regarding any contracts or other arrangements
relating to such use as provided in the attached Tax Certificate.
Exhibit D-1
4856-4273-7417/200299-0007
All terms not defined herein have the meanings ascribed in the attached Tax Certificate.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE EADOW RUN)
By: L�14pu
Its: City Manager of the Lity of Menifee
CITY OF MENIFEE
By:
Its: City Manager
Exhibit D-2
4856-4273-7417/200299-0007
EXHIBIT E
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
CERTIFICATE OF THE EASTERN MUNICIPAL WATER DISTRICT
WHEREAS, Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run)
(the "Issuer") is issuing the above -captioned bonds (the "Bonds") for the purpose of financing certain
capital improvements, including the capital expenditures of facilities owned by the Eastern Municipal
Water District (the "District");
WHEREAS, the Issuer and the City of Menifee (the "City") made available to the District a
portion of Bond proceeds (the "Proceeds");
WHEREAS, the District has read and understands the restrictions of the Tax Certificate (the
"Tax Certificate") of the Issuer and the City, dated January 26, 2022, with respect to the Bonds;
NOW, THEREFORE, the District covenants the following:
1. The Proceeds have been or will be expended on capital costs (the "Costs") paid to third
parties for water and sewer facilities to be owned and operated by the District (the "District Project").
2. All Costs allocated to Proceeds have been or will be paid to third parties within three
years of the date of issuance of the Bonds.
3. The District will maintain records regarding the investment and expenditure of the
Proceeds and the usage of the District Project.
4. The District will cooperate with the Issuer and the City regarding compliance with the
terms of the Tax Certificate, including remitting any rebatable arbitrage on the Proceeds, if any, to the
Issuer and the City to comply with the restrictions of Section 148(f) of the Code.
5. None of the District Project has been or will be subject to Private Use absent consent
of the Issuer and the City.
[REMAINDER OF PAGE INTENTIONA LL Y LEFT BLANK]
Exhibit E-1
4856-4273-7417/200299-0007
All terms not defined herein have the meaning ascribed in the Tax Certificate.
Dated: January 26, 2022 EASTERN MUNICIPAL WATER DISTRICT
In
Authorized Representative
Exhibit E-2
4856-4273-7417/200299-0007
EXHIBIT F
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
CERTIFICATE OF THE MENIFEE UNION SCHOOL DISTRICT
WHEREAS, Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run)
(the "Issuer") is issuing the above -captioned bonds (the "Bonds") for the purpose of financing certain
capital improvements, including the capital expenditures of facilities owned by the Menifee Union
School District (the "District");
WHEREAS, the Issuer and the City of Menifee (the "City") made available to the District a
portion of Bond proceeds (the "Proceeds");
WHEREAS, the District has read and understands the restrictions of the Tax Certificate (the
"Tax Certificate") of the Issuer and the City, dated January 26, 2022, with respect to the Bonds;
NOW, THEREFORE, the District covenants the following:
1. The Proceeds have been or will be expended on capital costs (the "Costs") paid to third
parties for school facilities to be owned and operated by the District (the "District Project").
2. All Costs allocated to Proceeds have been or will be paid to third parties within three
years of the date of issuance of the Bonds.
3. The District will maintain records regarding the investment and expenditure of the
Proceeds and the usage of the District Project.
4. The District will cooperate with the Issuer and the City regarding compliance with the
terms of the Tax Certificate, including remitting any rebatable arbitrage on the Proceeds, if any, to the
Issuer and the City to comply with the restrictions of Section 148(f) of the Code.
5. None of the District Project has been or will be subject to Private Use absent consent
of the Issuer and the City.
[REMAINDER OF PAGE INTENTIONA LL Y LEFT BLANK]
Exhibit F-1
4856-4273-7417/200299-0007
All terms not defined herein have the meaning ascribed in the Tax Certificate.
Dated: January 26, 2022 MENIFEE UNION SCHOOL DISTRICT
Authorized Representative
Exhibit F-2
4856-4273-7417/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
INSTRUCTIONS TO TRUSTEE AND UNDERWRITER
The undersigned hereby states and certifies to Wilmington Trust, National Association, as
Trustee (the "Trustee"), and Stifel, Nicolaus & Company, Incorporated, as underwriter (the
"Underwriter") pursuant to the authority established in the Bond Indenture dated as of January 1,
2022 (the "Indenture"), by and between Community Facilities District No. 2019-1 of the City of
Menifee (Meadow Run) (the "District") and the Trustee, that:
1. The undersigned is an Authorized Representative of the District as defined in Section
1.1 of the Indenture, with authority to instruct the Trustee and the Underwriter regarding the
disbursement and investment of the proceeds of the above -captioned Bonds (the "Bonds") and
authentication of the Bonds.
2. Pursuant to the terms of the Indenture, the District has executed and delivered to the
Trustee the Bonds in the aggregate principal amount of $2,750,000. The Trustee is hereby
authorized and directed to authenticate the Bonds by signing the certificate of authentication
appearing thereon and to hold said Bonds as FAST Agent for The Depository Trust Company for
credit to the account of the Underwriter.
3. The Underwriter is hereby instructed to cause to be delivered to the Trustee the
proceeds of the sale of the Bonds in the amount of $2,935,561.30 (consisting of the principal amount
of $2,750,000.00, plus original issue premium of $230,358.80, and less an Underwriter's discount of
$44,797.50), which proceeds the Trustee will deposit and/or transfer to the funds and accounts set
forth in paragraph 4 below.
4. The Trustee is hereby instructed to deposit and/or transfer the proceeds received as
described above, as follows, as follows:
$2,537,941.00 shall be transferred to the Acquisition and Construction Fund of which $948,441
shall be deposited in the City Facilities Account, $575,591 shall be deposited in
the School Facilities Account and $1,013,909 shall be deposited in the Water
Facilities Account
204,982.61 shall be transferred to the Reserve Account of the Special Tax Fund
192,637.69 shall be transferred to the Costs of Issuance Account of the Acquisition and
Construction Fund
$1935.561.30 TOTAL BOND PROCEEDS
4820-2045-1839/200299-0007
All capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Indenture.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (MEADOW RUN)
By: 014�&
City Manager of the Ci 0i Menifee
4820-2045-1839/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
INSTRUCTIONS TO TRUSTEE AND UNDERWRITER
The undersigned hereby states and certifies to Wilmington Trust, National Association, as
Trustee (the "Trustee"), and Stifel, Nicolaus & Company, Incorporated, as underwriter (the
"Underwriter") pursuant to the authority established in the Bond Indenture dated as of January 1,
2022 (the "Indenture"), by and between Community Facilities District No. 2019-1 of the City of
Menifee (Meadow Run) (the "District") and the Trustee, that:
1. The undersigned is an Authorized Representative of the District as defined in Section
1.1 of the Indenture, with authority to instruct the Trustee and the Underwriter regarding the
disbursement and investment of the proceeds of the above -captioned Bonds (the "Bonds") and
authentication of the Bonds.
2. Pursuant to the terms of the Indenture, the District has executed and delivered to the
Trustee the Bonds in the aggregate principal amount of $2,750,000. The Trustee is hereby
authorized and directed to authenticate the Bonds by signing the certificate of authentication
appearing thereon and to hold said Bonds as FAST Agent for The Depository Trust Company for
credit to the account of the Underwriter.
3. The Underwriter is hereby instructed to cause to be delivered to the Trustee the
proceeds of the sale of the Bonds in the amount of $2,935,561.30 (consisting of the principal amount
of $2,750,000.00, plus original issue premium of $230,358.80, and less an Underwriter's discount of
$44,797.50), which proceeds the Trustee will deposit and/or transfer to the funds and accounts set
forth in paragraph 4 below.
4. The Trustee is hereby instructed to deposit and/or transfer the proceeds received as
described above, as follows, as follows:
$2,537,941.00 shall be transferred to the Acquisition and Construction Fund of which $948,441
shall be deposited in the City Facilities Account, $575,591 shall be deposited in
the School Facilities Account and $1,013,909 shall be deposited in the Water
Facilities Account
204,982.61 shall be transferred to the Reserve Account of the Special Tax Fund
192,637.69 shall be transferred to the Costs of Issuance Account of the Acquisition and
Construction Fund
2 1 TOTAL BOND PROCEEDS
4820-2045-1839/200299-0007
All capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Indenture.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (MEADO RUN)
By: 0-4 t(�o
City Manager of the City of keiiifec
2
4820-2045-1839/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
REQUISITION NO. 1
REQUISITION FOR DISBURSEMENT OF
COSTS OF ISSUANCE
Wilmington Trust, National Association, as Trustee (the "Trustee"), is hereby requested to
pay from the Costs of Issuance Account of the Acquisition and Construction Fund established under
the Bond Indenture dated as of January 1, 2022 (the "Indenture"), by and between the Trustee and
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run), the amount
specified and to the payee(s) named in Attachment No. 1 hereto for payment of the Costs of Issuance
set forth in Attachment No. 1 hereto.
The amount is due and payable under purchase order, contract or other authorization and has
not formed the basis of any prior request for payment. The conditions for the release of this amount
from the Costs of Issuance Account of the Acquisition and Construction Fund, including those
conditions in Section 3.9 of the Indenture have been satisfied.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE MEADOW RUN)
By:
City Manager of the City of Menifee
4820-2045-1839/200299-0007
ATTACHMENT NO. 1
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
ESTIMATED COSTS OF ISSUANCE
Payee Description Amount
City of Menifee Administrative Expenses $ 25,000.00
Urban Futures, Inc. Municipal Advisor Fee and 37,500.00
Expenses
Stradling Yocca Carlson & Rauth Bond & Disclosure Counsel Fee and 75,000.00
Expenses
Wilmington Trust, National Trustee Fee and Expenses 3,500.00
Association
Taboada Rochlin Govier Trustee Counsel Fee and Expenses 1,500.00
Spicer Consulting Group, LLC Special Tax Consultant Fees and 25,000.00
Expenses
Kitty Siino & Associates, Inc. Appraiser Fees and Expenses 19,000.00
ImageMaster Printing & Mailing Preliminary 3,000.00
Official Statement and Official
Statement
Contingency 3.137.69
TOTAL $192,637.69
A-1
4820-2045-1839/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
REQUISITION NO. 1
REQUISITION FOR DISBURSEMENT OF
COSTS OF ISSUANCE
Wilmington Trust, National Association, as Trustee (the "Trustee"), is hereby requested to
pay from the Costs of Issuance Account of the Acquisition and Construction Fund established under
the Bond Indenture dated as of January 1, 2022 (the "Indenture"), by and between the Trustee and
Community Facilities District No. 2019-1 of the City of Menifee (Meadow Run), the amount
specified and to the payee(s) named in Attachment No. 1 hereto for payment of the Costs of Issuance
set forth in Attachment No. 1 hereto.
The amount is due and payable under purchase order, contract or other authorization and has
not formed the basis of any prior request for payment. The conditions for the release of this amount
from the Costs of Issuance Account of the Acquisition and Construction Fund, including those
conditions in Section 3.9 of the Indenture have been satisfied.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MEN 111:C (MEADOW RUN)
By:
City Manager of the City of Menifee
4820-2045-1839/200299-0007
ATTACHMENT NO. 1
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
ESTIMATED COSTS OF ISSUANCE
Payee
Description
Amount
City of Menifee
Administrative Expenses
$ 25,000.00
Urban Futures, Inc.
Municipal Advisor Fee and
37,500.00
Expenses
Stradling Yocca Carlson & Rauth
Bond & Disclosure Counsel Fee and
75,000.00
Expenses
Wilmington Trust, National
Trustee Fee and Expenses
3,500.00
Association
Taboada Rochlin Govier
Trustee Counsel Fee and Expenses
1,500.00
Spicer Consulting Group, LLC
Special Tax Consultant Fees and
25,000.00
Expenses
Kitty Siino & Associates, Inc.
Appraiser Fees and Expenses
19,000.00
ImageMaster
Printing & Mailing Preliminary
3,000.00
Official Statement and Official
Statement
Contingency 3.137.69
TOTAL $_1_92,637.69
A-1
4820-2045-1839/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
CLOSING CERTIFICATE OF THE DISTRICT
Solely in my official capacity as City Manager of the City of Menifee (the "City"), and not in
an individual capacity, I hereby certify that I am authorized to execute this Certificate in connection
with the issuance of the above -captioned bonds (the "Bonds").
I hereby further certify on behalf of Community Facilities District No. 2019-1 of the City of
Menifee (Meadow Run) (the "District") that:
1. The representations and warranties made by the District contained in the Bond
Purchase Agreement dated January 6, 2022 (the "Purchase Agreement"), by and between the District
and Stifel, Nicolaus & Company, Incorporated, as Underwriter, are 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.
2. To the best of my knowledge, no event has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purposes for which it is to be
used or which it is necessary to disclose therein in order to make the statements and information
therein not misleading in any material respect.
3. The District has complied with all the agreements and satisfied all the conditions on
its part to be satisfied under the Purchase Agreement, the Community Facilities District Resolutions
and the Community Facilities District Documents at or prior to the date hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4820-2045-1839/200299-0007
All capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Purchase Agreement.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (MEADOW RUN)
C
By: &�4 tL
City Manager of the it VO!'Menifee
4820-2045-1839/200299-0007
$2,750,000
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF THE
CITY OF MENIFEE (MEADOW RUN)
SPECIAL TAX BONDS, SERIES 2022
CLOSING CERTIFICATE OF THE DISTRICT
Solely in my official capacity as City Manager of the City of Menifee (the "City"), and not in
an individual capacity, I hereby certify that I am authorized to execute this Certificate in connection
with the issuance of the above -captioned bonds (the "Bonds").
I hereby further certify on behalf of Community Facilities District No. 2019-1 of the City of
Menifee (Meadow Run) (the "District") that:
1. The representations and warranties made by the District contained in the Bond
Purchase Agreement dated January 6, 2022 (the "Purchase Agreement"), by and between the District
and Stifel, Nicolaus & Company, Incorporated, as Underwriter, are 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.
2. To the best of my knowledge, no event has occurred since the date of the Official
Statement which should be disclosed in the Official Statement for the purposes for which it is to be
used or which it is necessary to disclose therein in order to make the statements and information
therein not misleading in any material respect.
3. The District has complied with all the agreements and satisfied all the conditions on
its part to be satisfied under the Purchase Agreement, the Community Facilities District Resolutions
and the Community Facilities District Documents at or prior to the date hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]
4820-2045-1839/200299-0007
All capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Purchase Agreement.
Dated: January 26, 2022 COMMUNITY FACILITIES DISTRICT NO. 2019-1
OF THE CITY OF MENIFEE (MEADOW RUN)
By: q�4 t
City Manager of the Cit ❑f Meiiifee
2
4820-2045-1839/200299-0007
FINANCIAL INTERESTS
The fees being paid to the Underwriter and its counsel, Bond Counsel, Disclosure Counsel and the
Trustee are contingent upon the issuance and delivery of the Bonds. From time to time, Stradling Yocca
Carlson & Rauth, a Professional Corporation, represents the Underwriter on matters unrelated to the Bonds.
MUNICIPAL ADVISOR
The District has retained Urban Futures, Inc., Tustin, California, as Municipal Advisor for the sale of
the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an
independent verification or to assume any responsibility for the accuracy, completeness or fairness of the
information contained in this Official Statement.
Urban Futures, Inc., is an independent advisory firm and is not engaged in the business of
underwriting, trading or distributing municipal or other public securities.
MISCELLANEOUS
So far as any statements made in this Official Statement involve matters of opinion, assumptions,
projections, anticipated events or estimates, whether or not expressly stated, they are set forth as such and not
as presentations of fact, and actual results may differ substantially from those set forth therein. Neither this
Official Statement nor any statement that may have been made verbally or in writing is to be construed as a
contract with the Owners of the Bonds.
The summaries of certain provisions of the Bonds, statutes and other documents or agreements
referred to in this Official Statement do not purport to be complete, and reference is made to each of them for a
complete statement of their provisions. Copies are available for review by making requests to the City.
The execution and delivery of this Official Statement by the City Manager of the City has been duly
authorized by the City Council of the City acting in its capacity as the legislative body of the District.
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF
THE CITY OF MENIFEE (MEADOW RUN)
By: Is/Armando G. Villa
Armando G. Villa
City Manager of the City of Menifee
44
FINANCIAL INTERESTS
The fees being paid to the Underwriter and its counsel, Bond Counsel, Disclosure Counsel and the
Trustee are contingent upon the issuance and delivery of the Bonds. From time to time, Stradling Yocca
Carlson & Rauth, a Professional Corporation, represents the Underwriter on matters unrelated to the Bonds.
MUNICIPAL ADVISOR
The District has retained Urban Futures, Inc., Tustin, California, as Municipal Advisor for the sale of
the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an
independent verification or to assume any responsibility for the accuracy, completeness or fairness of the
information contained in this Official Statement.
Urban Futures, Inc., is an independent advisory firm and is not engaged in the business of
underwriting, trading or distributing municipal or other public securities.
MISCELLANEOUS
So far as any statements made in this Official Statement involve matters of opinion, assumptions,
projections, anticipated events or estimates, whether or not expressly stated, they are set forth as such and not
as presentations of fact, and actual results may differ substantially from those set forth therein. Neither this
Official Statement nor any statement that may have been made verbally or in writing is to be construed as a
contract with the Owners of the Bonds.
The summaries of certain provisions of the Bonds, statutes and other documents or agreements
referred to in this Official Statement do not purport to be complete, and reference is made to each of them for a
complete statement of their provisions. Copies are available for review by making requests to the City.
The execution and delivery of this Official Statement by the City Manager of the City has been duly
authorized by the City Council of the City acting in its capacity as the legislative body of the District.
COMMUNITY FACILITIES DISTRICT NO.2019-1 OF
THE CITY OF MENIFEE (MEADOW RUN)
By: Is/Armando G. 'Villa
Armando G. Villa
City Manager of the City of Menifee
44