In accordance with the Vistancia West Community Facilities District (VWCFD) Series 2016 and Series 2019 Depository Agreements, Vistancia West Construction, LP established irrevocable Standby Letter of Credit (LOC) in the amount of $1,008,750 and $978,000 respectively for each issuance.

Section 1.12 of each of the Standby Contribution Agreements and the Depository Agreements provides that each of such agreements shall terminate upon receipt by the Issuer Representative (as such term and all other undefined terms used in this paragraph are defined in the Indentures) of evidence satisfactory to the Issuer Representative that, for any consecutive three (3) Fiscal Years, a tax rate of $2.10 per $100 of limited assessed valuation of property within the boundaries of the District owned by other than Shea or the JV or any entity owned or controlled (as such term is used in the federal Securities Act of 1933, as amended) by, or which owns or controls, either of them for each such Fiscal Year would have been sufficient to pay Maximum Annual Debt Service for any subsequent Fiscal Year plus the historical, annual, average of amounts necessary for payment of amounts described in Section 8.1 of the Development Agreement as of such Fiscal Year.  Such evidence shall consist of a written projection, prepared by the Issuer Representative upon a written request of the JV and otherwise at the discretion of the Issuer Representative, that is based upon the application of such secondary tax rate in light of the actual limited assessed valuation of the property within the bound­aries of the District for each such Fiscal Year, assuming a delinquency factor equal to the greater of five percent (5%) and the historic, average, annual percentage delinquency factor for the District as of such Fiscal Year and no credit for any fund balances or investment income accruing during such Fiscal Year.

After receipt of proof of satisfaction of such condition, the Board is to approve in writing such termination, and the Depository is to be notified as such by the Issuer Representative and directed to take such action as is necessary to terminate the agreements.  Proof of satisfaction of such condition is included as an attachment to this communication.

On June 7, 2016 the VWCFD Board adopted resolution VWCFD 2016-02 authorizing and approving: (1) an Amended and Restated Feasibility Report; (2) the sale and issuance of general obligation bonds series 2016; and (3) approving the form and authorizing the execution of an Amended and Restated Development, Financing Participation and Intergovernmental Agreement, the Standby Contribution Agreement, Letter of Credit Depository Agreement and all other necessary documents relating to the series 2016 bond transaction.

On August 13, 2019 the VWCFD Board adopted resolution VWCFD 2019-03 authorizing and approving: (1) an Amended and Restated Feasibility Report; (2) the sale and issuance of general obligation bonds series 2019; and (3) approving the form and authorizing the execution of an Amended and Restated Development, Financing Participation and Intergovernmental Agreement, the Standby Contribution Agreement, Letter of Credit Depository Agreement and all other necessary documents relating to the series 2019 bond transaction.

This resolution has no fiscal impact.