Corona City Council
September 17, 2025

E-4
Error! Unknown document property name.

6. the consummation of a merger, consolidation, or acquisition involving the Utility Authority or the sale of all or substantially all of the assets of the Utility Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;

7. appointment of a successor or additional trustee or the change of the name of a trustee; and

8. incurrence of a Financial Obligation of the Utility Authority, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Utility Authority, any of which affect security holders, if material. (c) If the Utility Authority determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the Utility Authority shall file a notice of such occurrence with EMMA in a timely manner not more than ten (10) Business Days after the event.

6. Customarily Prepared and Public Information. Upon request, the Utility Authority shall provide to any person financial information and operating data regarding the Utility Authority which is customarily prepared by the Utility Authority and is publicly available.

7. Termination of Obligation. The Utility Authority’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior prepayment or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Utility Authority shall give notice of such termination in the same manner as for a Listed Event under Section 5(a).

8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Utility Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule.

9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Utility Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Utility Authority chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Utility Authority shall not thereby have any obligation under this Disclosure Certificate to update such information or include it in any future notice of occurrence of a Listed Event.

10. Default. In the event of a failure of the Utility Authority to file an annual report under Section 4 hereof or to file a report of a listed event under Section 5 hereof, any Holders or Beneficial Owners of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Utility Authority to make such filing. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Utility Authority to comply with this Disclosure Certificate shall be an action to compel performance.

No Holder or Beneficial Owner of the Bonds may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the Utility Authority satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the Utility Authority shall have refused to comply therewith within a reasonable time.

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Error! Unknown document property name.

11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Utility Authority, the City, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Dated: _____, 2025 CORONA UTILITY AUTHORITY
By:

Its: Executive Director

27157.11353\43915781.2

AGENCY AGREEMENT

RELATING TO

CORONA UTILITY AUTHORITY
2025 WATER REVENUE BONDS
(WATER PROJECTS)
Dated as of ________________, 2025
by and between

CORONA UTILITY AUTHORITY
and

THE CITY OF CORONA

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AGENCY AGREEMENT
THIS AGENCY AGREEMENT is made and entered into as of the 1st day of ______________, 2025, by and between the CORONA UTILITY AUTHORITY, a joint powers agency duly organized and existing under and by virtue of the laws of the State of California (the “Authority”) and the CITY OF CORONA, a city and municipal corporation, duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”).

W I T N E S S E T H
WHEREAS, the Authority and the City have entered into that certain Water Enterprise Lease Agreement, dated February 6, 2002 (the “2002 Lease”), under which the City leased the water enterprise of the City (the “Water Enterprise”) to the Authority in consideration for certain lease payments to be made thereunder; and
WHEREAS, the Authority has issued its $[_____________] 2025 Water Revenue Bonds (Water Projects) (the “Bonds”), a portion of the proceeds of which will be used to construct certain improvements to the Water Enterprise (the “2025 Project”); and WHEREAS, the City will construct and retain fee title to the 2025 Project and the 2025 Project will become a component of the Water Enterprise of the Authority pursuant to the 2002 Lease; and
WHEREAS, it is the intent of the City and the Authority that the 2025 Project not increase the value of the Water Enterprise, or the lease payments due under the 2002 Lease; and WHEREAS, it is in the interests of the Authority and the City that the City construct and install the 2025 Project, and the Authority hereby agrees to appoint the City as its agent for such purposes;

C O V E N A N T S
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other valuable consideration, the parties agree as follows:

Section 1. Definitions. All words and phrases defined in Article I of that certain Indenture of Trust, dated as of [___________ 1, 2025, between the Authority and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) shall have the same meaning in this Agency Agreement unless otherwise defined herein.

Section 2. Appointment of City. The Authority hereby appoints the City as its agent to carry out all phases of the acquisition, construction and installation of the 2025 Project and the City, as agent of the Authority, assumes all rights, duties, responsibilities and liabilities of the Authority regarding the acquisition, construction and installation of the 2025 Project, except as limited herein. It is recognized by the parties that the Authority has appointed the City for the purposes specified in this Agreement, rather than appoint another firm or entity for said purposes, based upon the Authority’s determination that the City is suitable to perform the

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2 duties, responsibilities and liabilities delegated to and assumed by it pursuant to this Agreement due to the expertise, knowledge and ability of the City’s personnel with respect to similar undertakings.

Section 3. Contracts and Payments. The City, as agent of the Authority, may enter into any purchase order, construction management agreement, architecture or engineering contract or construction contract required for the design, construction, installation and completion of the 2025 Project as a portion of moneys sufficient for the payment thereof are then on deposit in the Project Fund established pursuant to Section 3.04 of the Indenture, together with remaining moneys set aside by the Authority for the purpose of acquiring, constructing and installing the 2025 Project.

Section 4. Description of Project. The City, as agent of the Authority, shall have the right to make any changes in the description of the 2025 Project or of any component thereof whenever the City deems such changes to be necessary and appropriate; provided that any such change shall not alter the essential nature of the 2025 Project, and that an increase in the Construction Costs shall not result from such change, unless the City confirms that funds with the Authority are sufficient to pay such increase.

Section 5. Supervision of Construction and Installation. The City, as agent of the Authority, shall have sole responsibility for and shall supervise construction of the 2025 Project and the purchase and installation of any personal property constituting a part of the 2025 Project.

The City shall monitor the performance by any construction manager and by the construction contractors to the extent the City deems appropriate. The City shall permit the Authority, or its assignee, to inspect construction at any and all reasonable times which are deemed appropriate by the Authority, or its assignee.

Section 6. Enforcement of Contracts. The Authority hereby assigns to the City all rights and powers to enforce in its own name or the name of the Authority such purchase orders or contracts as are required for design, construction, purchase and completion of the 2025 Project, which enforcement may be at law or in equity; provided that the assignment made by the Authority herein shall not prevent the Authority, or its assignee, from asserting such rights and powers in its own behalf.

Section 7. Limited Obligation. The Authority shall not be responsible for providing, nor shall it or the Trustee provide from the proceeds of the Bonds, for the payment of Project Costs in an amount greater than the amount of said proceeds and other funds to be deposited by the Trustee in the Project Fund pursuant to the Indenture.

Section 8. Inspection of Records. The Authority shall have the right to inspect periodically the books and records of the City relating to the design, acquisition, construction and installation of the 2025 Project, and the City shall permit the Authority to make such inspections thereof at all reasonable times as the Authority shall deem appropriate.

Section 9. Time of Completion and Liquidated Damages. The acquisition, construction and installation of the 2025 Project shall be completed on or prior to [___________], 2028. It is agreed that if the City does not cause the completion of the

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3 acquisition, construction and installation of the 2025 Project by the completion date, as specified in the specifications therefor, by construction contractors or a construction manager, whichever the City deems appropriate, liquidated damages will be assessed against the construction contractors or construction manager for each day completion is delayed in an amount not less than the maximum amount of debt service accruing on the Bonds on a daily basis. The City shall assure that all construction contracts or the construction management agreement, whichever the City deems appropriate, shall contain a provision for liquidated damages in compliance with this Section.

Section 10. Plans and Specifications. The City agrees that it will assure that the 2025 Project will be acquired, constructed and installed in accordance with final plans and specifications approved by the City. No changes or modifications which require an amendment to a pre-existing building permit shall be made in or to the final plans and specifications unless such changes or modifications are approved in writing by the City. Before approving any such changes to be undertaken, the City shall assure that there has been deposited in the Project Fund, or on hand with the Authority, moneys sufficient to pay any increased costs resulting from such changes or modifications. Upon completion of construction and installation of the 2025 Project, the City will assure that there is filed with the Trustee a “Certificate of Completion” executed by the City Representative and stating that such construction and installation has been completed in accordance with the plans and specifications therefor approved by the City.

Section 11. Prevailing Wages. Each contract entered into between the City, as the agent for the Authority, and any contractor shall provide that such contractor shall pay not less than the general prevailing rate of wages as determined in accordance with Sections 1770 et seq. of the Labor Code.

Section 12. Nondiscrimination. Each contract entered into between the City, as the agent for the Authority, and any contractor shall provide that such contractor shall not discriminate against any other contractor or any employee or applicant for employment because of the race, religious creed, color, national origin or sex of such person, unless based upon a bona fide occupational qualification. In addition, in selecting contractors or in employing persons for the purposes of construction or construction management, the City shall not discriminate on the basis of race, religious creed, color, national origin, or sex of such person, unless based upon a bona fide occupational qualification.

Section 13. Performance Security. Each construction contractor hired by the City, on behalf of the Authority, shall be required to provide payment and performance bonds in amounts equal to the maximum price under its contract.

Section 14. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Authority, the City and their respective successors and assigns.

Section 15. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

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4 Section 16. Amendments, Changes and Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the written agreement of both parties hereto.

Section 17. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 18. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 19. Headings. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.

Section 20. Notices. Any notices or filings required to be given or made under this Agreement shall be served, given or made in writing upon the City by personal delivery or registered mail addressed to:

City of Corona
400 South Vicentia Avenue, Suite 120
Corona, CA 92882
Attention: Utilities Director
and upon the Authority by personal delivery or registered mail addressed to:

Corona Utility Authority
400 South Vicentia Avenue, Suite 120
Corona, CA 92882
Attention: Executive Director
or at such other place as may be designated by either party in writing. (Signature page follows)

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IN WITNESS WHEREOF, the City has caused this Agreement to be executed by its officers, and the Authority has caused this Agreement to be executed by its officers, all as of the day and year first above written.

CITY OF CORONA
By:

Jim Steiner, Mayor
ATTEST:

Sylvia Edwards, City Clerk

CORONA UTILITY AUTHORITY
By:

Jim Steiner, President
ATTEST:

Sylvia Edwards, Secretary
-Signature PageAgency Agreement

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RESOLUTION NO. 2025-002

RESOLUTION OF THE BOARD OF DIRECTORS OF THE

CORONA UTILITY AUTHORITY OF THE CITY OF

CORONA, CALIFORNIA AUTHORIZING THE ISSUANCE

OF ITS WASTEWATER REVENUE BONDS IN THE

AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$36,000,000 IN CONNECTION WITH THE FINANCING

AND REFINANCING OF CERTAIN IMPROVEMENTS TO

THE WASTEWATER SYSTEM OF THE CORONA UTILITY

AUTHORITY, AUTHORIZING AND DIRECTING

EXECUTION OF AN INDENTURE OF TRUST,

AUTHORIZING THE SALE OF THE BONDS, APPROVING

A PURCHASE CONTRACT AND AN OFFICIAL

STATEMENT AND AUTHORIZING OFFICIAL ACTIONS

AND EXECUTION OF RELATED DOCUMENTS
WHEREAS, the Corona Utility Authority (the “Authority”) has been formed pursuant to a Joint Exercise of Powers Agreement by and among the City of Corona (the “City”) and the Redevelopment Agency of the City of Corona, as amended and restated by that certain Amended and Restated Joint Exercise of Powers Agreement, by and among the City, the Successor Agency to the Redevelopment Agency of the City of Corona and the Housing Authority of the City of Corona, and is authorized under said Agreement and under the laws of the State of California to finance the acquisition and construction of public capital improvements for the City; and WHEREAS, under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”) the Authority is authorized to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations, and to provide financing and refinancing for public capital improvements of the wastewater enterprise; and
WHEREAS, the Authority wishes to issue its bonds for the purpose of financing certain improvements of benefit to the wastewater enterprise (the “2025 Project”); and WHEREAS, the Authority has previously issued its 2013 Wastewater Revenue Bonds (Wastewater Projects) (the “2013 Bonds”) and, based on current market interest rates, may be refinanced to achieve savings for the benefit of the wastewater enterprise; and WHEREAS, to provide such financing for the 2025 Project and to refinance the 2013 Bonds, the Authority proposes to issue its revenue bonds in an aggregate principal amount of not to exceed $36,000,000 (the “Bonds”) all pursuant to and secured by that certain Indenture of Trust (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) and under the provisions of the Act, which are proposed to be payable from the net revenues to be derived by the Authority; and WHEREAS, the proceeds of the Bonds deposited in the Project Fund to be established pursuant to the Indenture which is hereinafter approved, will be applied by the Authority for the

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2 acquisition, construction and installation of the 2025 Project pursuant to an Agency Agreement between the Authority and the City; and
WHEREAS, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) has proposed to purchase and underwrite the Bonds and has presented to the Authority a form of Purchase Contract for the Bonds (the “Purchase Contract”), to be entered into between the Authority and the Underwriter; and
WHEREAS, the Authority has been presented with a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing thereof by the Underwriter; and WHEREAS, Section 5852.1 of the Government Code of the State of California (“Section 5852.1”) provides that the Authority shall obtain from an underwriter, financial advisor, or private lender and disclose, in a meeting open to the public prior to authorization of the issuance of the Bonds, good faith estimates of (a) the true interest cost of the Bonds, (b) the finance charge of the Bonds, meaning the sum of all fees and charges paid to third parties, (c) the amount of proceeds of the Bonds received less the finance charge described above and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; and WHEREAS, in accordance with Section 5852.1, the Authority has obtained such good faith estimates from CSG Advisors Incorporated, the Authority’s municipal advisor (the “Municipal Advisor”), and such estimates are disclosed in Exhibit A attached hereto; and WHEREAS, the Board of the Authority (the “Board”) has duly considered such transactions and has determined that it approves said transactions in the public interests of the Authority.

NOW, THEREFORE, BE IT RESOLVED by the Board of the Corona Utility Authority as follows:

Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby results in significant public benefits within the contemplation of Section 6586 of the Act.

Section 2. Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act, in the maximum aggregate principal amount not to exceed $36,000,000.

Section 3. Approval of Financing Documents. The Board hereby approves each of the following documents in substantially the respective forms on file with the Secretary, together with such additions thereto and changes therein as the Authority’s Bond Counsel (“Bond Counsel”) shall deem necessary, desirable or appropriate, the execution of which by the President, the Vice President, the Executive Director, or the Treasurer shall be conclusive evidence of the approval of any such additions and changes:

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3 (1) the Indenture of Trust relating to the issuance of the Bonds and to the Project, by and between the Trustee and the Authority;
(2) the Purchase Contract by and between the Authority and the Underwriter providing for the sale of the Bonds;
(3) an Escrow Deposit and Trust Agreement, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Escrow Bank; and (4) the Agency Agreement by and between the City and the Authority.

The President, Vice President, the Executive Director or the Treasurer (each an “Authorized Officer”) are hereby each, acting alone, authorized and directed to execute the final form of each of the foregoing documents and agreements for and in the name and on behalf of the Authority, and the Secretary is hereby authorized and directed to attest to the final form of each of the Indenture, Escrow Deposit and Trust Agreement and Agency Agreement. The Board hereby authorizes the delivery and performance of each of the foregoing documents and agreements.

Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriter, pursuant to the Purchase Contract in substantially the form on file with the Secretary, together with such additions thereto and changes therein as Bond Counsel shall deem necessary, desirable or appropriate, the execution of which by the an Authorized Officer shall be conclusive evidence of the approval of any such additions and changes.

The Authorized Officers are each, acting alone, hereby authorized and directed to execute the final form of the Purchase Contract for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the Authorized Officer and consistent with the requirements of this Resolution. The amount of Underwriter’s discount for the Bonds shall be not more than 0.50% of the aggregate principal amount thereof and the true interest cost to be represented by the Bonds (taking into account any original issue discount on the sale thereof) shall not exceed six percent (6.00%). The 2013 Bonds shall only be refinanced to the extent such issue has a net present value savings of $100,000 or more, taking into account all costs of issuing the Bonds allocable on a pro rata basis relative to the par amount of the Bonds to fund the 2025 Project and the refinancing of the 2013 Bonds, respectively.

Section 5. Official Statement; Continuing Disclosure. The Board hereby approves the preparation of, and hereby authorizes the Executive Director or the Treasurer to deem final within the meaning of Rule 15c2-12 of the Securities and Exchange Commission except for permitted omissions, a preliminary form of Official Statement of the Bonds. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Executive Director or the Treasurer are each, acting alone, hereby authorized to execute the final Official Statement in the name and on behalf of the Authority, including any modifications resulting from additions thereto and changes therein as Bond Counsel shall deem necessary, desirable or appropriate, with the execution of the final Official Statement by the Executive Director or Treasurer to be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The Executive Director or the Treasurer are each, acting alone, further authorized to sign on behalf of the

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4 Authority a continuing disclosure certificate or agreement with respect to the financing, in such form as may be approved by Bond Counsel.

Section 6. Bond Counsel and Disclosure Counsel. The law firm of Best Best & Krieger LLP is hereby appointed as Bond Counsel and the law firm of Stradling Yocca Carlson & Rauth is hereby appointed as Disclosure Counsel.

Section 7. Official Actions. The Authorized Officers, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including obtaining a rating on the Bonds and the provision of bond insurance, and including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in connection with the issuance and sale of the Bonds and the proper title to the 2025 Project.

Section 8. Electronic Signatures. The Authorized Officers are hereby authorized to execute and deliver all agreements, documents, certificates and instruments authorized by this Resolution with (a) electronic signatures using DocuSign, as the same may be permitted under the California Uniform Electronic Transactions Act, and (b) digital signatures using DocuSign, as the same may be permitted under Section 16.5 of the California Government Code.

Section 9. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED, APPROVED AND ADOPTED this 17th day of September, 2025 by the following vote:

AYES: _________
NOES: _________
ABSENT: _________
ABSTAIN: _________

President
ATTEST:

Secretary of the Authority

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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by the Municipal Advisor in consultation with the Underwriter.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the financing plan (which includes the refinancing of the 2013 Bonds) and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $32,310,000 (the “Estimated Principal Amount”), which excludes approximately $1,858,000 of net premium estimated to be generated based on current market conditions, and therefore results in a total of $34,168,000 of gross proceeds of the Bonds. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of the bonds.

True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 2.57% allocable to refinancing of the 2013 Bonds, and 4.60% allocable to financing the 2025 Project, and 4.51% on an aggregate weighted average basis.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $412,000 on an aggregate funding basis.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for the sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserve fund paid or funded with proceeds of the Bonds, is $5,395,000 allocable to refinancing of the 2013 Bonds, and $28,362,000 allocable to financing the 2025 Project.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $59,068,000 on an aggregate basis.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount

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6 of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the financing plan or finance charges, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority.

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7 CERTIFICATION
I, SYLVIA EDWARDS, Secretary of the Corona Utility Authority of the City of Corona, California, do hereby certify that the foregoing Resolution was regularly passed and adopted by the Corona Utility Authority of the City of Corona, California at a regular meeting thereof held on the 17th day of September, 2025, by the following vote of the Corona Utility Authority:

AYES:

NOES:

ABSENT:

ABSTAINED:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Corona Utility Authority this ____ day of ____________, 2025.

Secretary of the Corona Utility Authority
of the City of Corona, California
(SEAL)

27157.11356\43897433.3

INDENTURE OF TRUST
Dated as of _______________, 2025
by and between

CORONA UTILITY AUTHORITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
Authorizing the Issuance of
$_______________
Corona Utility Authority
2025 Wastewater Revenue Bonds
(Wastewater Projects)

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1 INDENTURE OF TRUST
THIS INDENTURE OF TRUST, made and entered into and dated as of [_______________], 2025, is by and between the CORONA UTILITY AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., organized and existing under the laws of the United States of America with a corporate trust office in Los Angeles, California, being qualified to accept and administer the trusts hereby created (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement creating Corona Utility Authority, dated February 6, 2002, by and between the City of Corona (the “City”) and the Corona Redevelopment Agency of the City of Corona (the “Agency”), as amended by that certain Amended and Restated Joint Exercise of Powers Agreement, dated February 6, 2013, by and among the City, the Successor Agency to the Agency and the Housing Authority of the City of Corona (the “Housing Authority”); and
WHEREAS, under Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Bond Law”) the Authority is authorized to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations, and to provide financing and refinancing for public capital improvements of the Wastewater Enterprise (as defined herein); and
WHEREAS, the Authority wishes to finance the acquisition, construction and equipping of certain improvements to the Wastewater Enterprise (the “2025 Project”); and WHEREAS, for the purpose of providing funds for the financing of the 2025 Project, the Authority has determined to issue its Corona Utility Authority 2025 Wastewater Revenue Bonds (Wastewater Projects) in the aggregate principal amount of $[_______________] (the “Bonds”), all pursuant to and secured by this Indenture in the manner provided herein; and [WHEREAS, the Authority has previously caused to be issued $20,890,0000 original principal amount of its 2013 Wastewater Revenue Bonds (Wastewater Projects) (the “2013 Bonds”); and]
[WHEREAS, the Authority has determined that it will achieve a net present value savings from defeasing and redeeming the 2013 Bonds; and]
WHEREAS, the Authority has determined that in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and premium (if any) thereon, the Authority has authorized the execution and delivery of this Indenture; and
WHEREAS, the Authority hereby certifies that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee, and duly issued, the valid, binding and legal special obligations of the Authority, and to

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2 constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows:

ARTICLE I
DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes of this Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined.
“2002 Lease Payments” mean those payments of the Authority to the City due under the Wastewater Enterprise Lease Agreement.
“2025 Project” means improvements to the Wastewater Enterprise, including equipment, all as more fully described in Exhibit B hereto or such improvements or betterments to the Wastewater Enterprise as may be permitted hereunder.
“Additional Payments” means the amounts payable by the Authority in Section 6.05 hereunder.
“Agency” means the Corona Redevelopment Agency, as succeeded in interest by the City of Corona as successor agency thereto.
“Agency Agreement” means that certain Agency Agreement dated as of [_______________], 2025, between the City and Authority for the construction of the 2025 Project.
“Aggregate Maximum Annual Debt Service” means the maximum amount of Debt Service payable in any Fiscal Year on all Bonds Outstanding and any Parity Obligations outstanding or to be issued during the period from the date of such calculation through the final maturity date of the Bonds and Parity Obligations, calculated using the assumptions set forth in the definition of Debt Service.
“Agreement” means that certain Joint Exercise of Powers Agreement, dated February 6, 2002, by and between the City and the Agency, thereby creating the Authority, as amended by that certain Amended and Restated Joint Exercise of Powers Agreement, dated February 6, 2013, by

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3 and among the City, the Successor Agency to the Agency and the Housing Authority, together with any other amendments thereof and supplements thereto. “Allocated Costs” means an amount payable to the City based on an allocation of City overhead to the Wastewater Enterprise (Allocated Costs do not include the 2002 Lease Payments). “Authority” means the Corona Utility Authority, a joint powers authority duly organized and existing under the laws of the State.
“Authorized Representative” means (a) with respect to the Authority, its President, Vice President, Executive Director, Treasurer, Secretary or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its President and filed with the Trustee; and (b) with respect to the City, its Mayor, City Manager, City Clerk, Deputy City Clerk, Treasurer, Finance Director or any other person designated as an Authorized Representative of the City by a Written Certificate of the City signed by its Mayor, City Manager and filed with the Trustee.
“Board” means the Board of Directors of the Authority.
“Bond Counsel” means (a) Best Best & Krieger LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Authority of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code.
“Bond Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.01 hereof.
“Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time. “Bond Register” means the books for registration maintained by Trustee pursuant to Section 2.05 hereof.
“Bond Year” means each twelve-month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, both dates inclusive, the first such Bond Year commencing on the Closing Date and ending September 1, 2025. “Bonds” means the $[_______________] aggregate principal amount of Corona Utility Authority 2025 Wastewater Revenue Bonds (Wastewater Projects) authorized by and at any time Outstanding pursuant to the Bond Law and this Indenture. “Book-Entry Depository” shall mean DTC or any successor as Book-Entry Depository for the Bonds, appointed pursuant to Section 2.10 hereof.
“Business Day” means a day (other than a Saturday or a Sunday) on which banks are not required or authorized to remain closed in the city in which the Trust Office is located. “City” means the City of Corona.

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4 “Closing Date” means [__________], 2025, being the date of delivery of the Bonds to the Original Purchaser.
“Code” means the Internal Revenue Code of 1986, as amended. “Completion Date” means the date of completion of the acquisition, development and construction of the 2025 Project.
“Contracts” means all contracts, lease agreements, installment purchase agreements or loan agreements with the State of California (including the SRF Loans) or other parties, of the Authority previously or hereafter authorized and executed by the Authority, the payments under which are payable from Net Revenues as described in Section 5.02 hereof; and excluding contracts entered into for operation and maintenance of the Wastewater Enterprise. “Costs of Issuance” means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds and the application of the proceeds of the Bonds, including but not limited to all compensation, fees and expenses (including but not limited to fees and expenses for legal counsel) of the Authority and the costs of the City for administration and supervision of the 2025 Project, initial fees and expenses of the Trustee, title insurance premiums, municipal bond insurance premiums, appraisal fees, compensation to any financial consultants or underwriters, legal fees and expenses, filing and recording costs, rating agency fees, costs of preparation and reproduction of documents and costs of printing. “Costs of Issuance Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03 hereof.
“Date of Delivery” means the date on which the Bonds are delivered to the Original Purchaser.
“Debt Service” means, for any period of calculation, the sum of:
(1) the interest payable during such period on all outstanding Obligations, assuming that all outstanding serial Obligations are retired as scheduled and that all outstanding term Obligations are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is capitalized or is reasonably anticipated to be reimbursed to the Authority by the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program); (2) those portions of the principal amount or accreted value of all outstanding serial Obligations maturing in such period;
(3) those portions of the principal amount of all outstanding term Obligations required to be redeemed or paid in such period; and
(4) those portions of the Contracts required to be made during such period, (except to the extent that the interest evidenced and represented thereby is capitalized or is reasonably anticipated to be reimbursed to the Authority by the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and

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5 Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program);
but less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds established for Obligations or Contracts;
provided that, as to any such Obligations or Contracts bearing or comprising interest at other than a fixed rate, the rate of interest used to calculate Debt Service shall, for all purposes, be assumed to bear interest at a fixed rate equal to the higher of:
(i) the then current variable interest rate borne by such Obligations or Contracts plus 1%; and
(ii) the highest variable rate borne over the preceding 24 months by outstanding variable rate debt issued by the Authority or, if no such variable rate debt is at the time outstanding, by variable rate debt of which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the debt then proposed to be issued; and
provided further that if any series or issue of such Obligations or Contracts have twenty-five percent (25%) or more of the aggregate principal amount of such series or issue due in any one year, Debt Service shall be determined for the period of determination as if the principal of and interest on such series or issue of such Obligations or Contracts were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of twenty-five (25) years from the date of calculation; and
provided further that the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Obligations and Contracts for which such debt service reserve fund was established and to the extent the amount in such debt service reserve fund is in excess of such amount of principal, such excess shall be applied to the full amount of principal due, in each preceding year, in descending order, until such amount is exhausted.
“Direct Costs” means the reasonable and necessary costs, expenses and purchases paid for maintaining and operating the Wastewater Enterprise, including but not limited to (a) cost of electricity and other forms of energy supplied to the Wastewater Enterprise, (b) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Wastewater Enterprise in good repair and working order and (c) the reasonable administrative costs of the Authority attributable to the operation and maintenance of the Wastewater Enterprise, but in all cases excluding (i) debt service payable on obligations incurred by the Authority with respect to the Wastewater Enterprise, (ii) depreciation replacement and obsolescence charges or reserves therefor, and (iii) amortization of intangibles or other bookkeeping entries of a similar nature.
“DTC” shall mean The Depository Trust Company, New York, New York, and its successors and assigns.
“Escrow Agreement” means that certain Escrow Deposit and Trust Agreement, dated [______], 2025, between the Authority and the Escrow Bank

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6 “Escrow Bank” means The Bank of New York Mellon Trust Company, N.A., as Escrow Bank under the Escrow Agreement.
“Event of Default” means any of the events specified in Section 7.01 hereof. “Federal Securities” means bills, certificates of indebtedness, notes, bonds, or other similar securities which are direct, non-callable obligations of the United States of America, CATS, TIGERS, STRPS, or defeased municipal bonds rated “AAA” by S&P and “Aaa” by Moody’s. “Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. “Gross Revenues” means, for any Fiscal Year, the sum of all gross charges received for, and all other gross income and receipts derived by the Authority from the lease and operation of the Wastewater Enterprise or otherwise arising from the Wastewater Enterprise, including but not limited to investment earnings thereon, including Wastewater Capital Impact Fees (including any fees levied with respect to reclaimed water) to the extent such fees are allocable to the Wastewater Projects, and any operational participation revenues received. Gross Revenues shall not include reimbursements from the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L.

No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program). “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions hereof.
“Independent Financial Consultant,” or “Independent Certified Public Accountant” means any individual or firm engaged in the profession involved, appointed by Authority, and who, or each of whom, has a favorable reputation in the field in which his/her opinion or certificate will be given, and:
(1) is in fact independent and not under domination of Authority; (2) does not have any substantial interest, direct or indirect, with Authority; and (3) is not connected with Authority as an officer or employee of Authority, but who may be regularly retained to make reports to Authority. “Information Services” means the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board at www.emma.msrb.org; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as designated in a certificate of an Authorized Representative delivered to the Trustee.
“Interest Account” means the account by that name established in the Bond Fund pursuant to Section 5.02 hereof.
“Interest Payment Date” means each March 1 and September 1, commencing March 1, 2026.

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7 “Housing Authority” means the Housing Authority of the City of Corona. “Minimum Rating” means a rating of “A” or better by Moody’s and S&P if S&P is then rating the Bonds. In the event the rating system of Moody’s and S&P with respect to any particular Permitted Investment does not include a rating category of “A,” the term “A” or better as used in the preceding sentence shall mean the highest general rating category applicable to such Permitted Investment (determined without regard to any refinement or gradation of such rating category by a numerical modifier, a plus or a minus sign, or otherwise). “Moody’s” means Moody’s Investors Service, its successors and assigns. “Net Revenues” means, for any Fiscal Year, an amount equal to all of the Gross Revenues received with respect to such Fiscal Year, minus the amount required to pay all Direct Costs and Allocated Costs becoming payable with respect to such Fiscal Year. “Obligations” means all revenue bonds, certificates of participation, or notes authorized, executed, issued and delivered by the Authority, the payments of which are payable from Net Revenues on a parity with the Bonds and which are secured by a pledge of and lien on Net Revenues as described in Section 5.01 hereof, including the SRF Loans. “Original Purchaser” means Stifel, Nicolaus & Company, Incorporated as the original purchaser of the Bonds upon their delivery by the Trustee on the Closing Date. “Outstanding,” when used as of any particular time with reference to Bonds, means, subject to the provisions of Article X of this Indenture, all Bonds except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid pursuant to Section 10.02 of this Indenture; and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by Authority pursuant to this Indenture. “Owner” whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books. “Parity Obligations” means Obligations issued pursuant to Section 3.06 hereof. “Participant” means a member of, or participant in, DTC. “Permitted Investments” means:

1. (a) Cash (fully insured by the Federal Deposit Insurance Corporation), (b) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America (“U.S. Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed

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8 by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. THE ABOVE REFERENCED OBLIGATIONS MAY CONSTITUTE DEFEASANCE OBLIGATIONS.

Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date).

2. Federal Housing Administration debentures.

3. The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
a) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); b) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes; c) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; and d) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts).

4. Unsecured certificates of deposit, time deposits, and banker acceptances (having maturities of not more than 365 days) of any bank, which may include the Trustee and its affiliates, the short-term obligations of which are rated “A-1 +” or better by S&P and “Prime-1” by Moody’s.

5. Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which may include the Trustee and its affiliates which have capital and surplus of at least $15 million.

6. Commercial paper (having original maturities of not more than 270 days) rated at the time of purchase “A-1+” by S&P and “Prime-1” by Moody’s.

7. Money market funds rated “Aam” or “AAm-G” by S&P, or better and if rated by Moody’s rated “Aa2” or better, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and

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9 (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee.

8. “State Obligations,” which means:
a) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state or any subdivision or agency thereof, the unsecured general obligation debt of which is rated at least “A3” by Moody’s and/or at least “A-” by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated.
b) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (a) above and rated “A-1+” by S&P and/or “MIG-1” by Moody’s.
c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or any subdivision or agency described in (a) above and rated “AA-” or better by S&P and/or “Aa3” or better by Moody’s.

9. Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody's which are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions.

10. Repurchase agreements: with (1) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least “A-” by S&P and “A3” Moody’s; or (2) any broker-dealer with “retail customers” or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least “A-” by S&P and “A3” by Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated at least “A-” by S&P and “A3” Moody’s (each an “Eligible Provider”), provided that:
a) (i) permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers), and (ii) collateral levels must be at least 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal when the collateral type is GNMA’s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”); b) the trustee or a third party acting solely as agent therefore or for the issuer (the “Custodian”) has possession of the collateral or the collateral has been transferred to the Custodian in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books) and such collateral shall be marked to market; c) the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the trustee, the issuer setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral;

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10 d) the repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof;
e) the repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “A-” by S&P or “A3” by Moody’s, as appropriate, the provider must, notify the issuer and the trustee within five (5) days of receipt of such notice. Within ten (10) days of receipt of such notice, the provider shall either: (i) post Eligible Collateral, or (ii) assign the agreement to an Eligible Provider. If the provider does not perform a remedy within ten (10) business days, the provider shall, at the direction of the trustee repurchase all collateral and terminate the repurchase agreement, with no penalty or premium to the issuer or the trustee.

11. Investment agreements: with a domestic or foreign bank or corporation the longterm debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty insurance company, claims paying ability, of the guarantor is rated at least “AA-” by S&P or “Aa3” by Moody’s (each an “Eligible Provider”); provided that:
a) interest payments are to be made to the trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) on the Bonds;
b) the invested funds are available for withdrawal without penalty or premium, to pay debt service (or, if the investment agreement is for the construction fund, to pay construction costs) at any time upon not more than seven (7) days' prior notice; the issuer and the trustee hereby agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;
c) the provider shall send monthly reports to the trustee, the issuer setting forth the balance the issuer or trustee has invested with the provider and the amounts and dates of interest accrued and paid by the provider;
d) the investment agreement shall state that is an unconditional and general obligation of the provider, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obligation of the provider to make payments thereunder ranks pari passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors;
e) the issuer, the trustee shall receive an opinion of domestic counsel to the provider that such investment agreement is legal, valid, binding and enforceable against the provider in accordance with its terms;
f) the issuer, the trustee shall receive an opinion of foreign counsel to the provider (if applicable) that (i) the investment agreement has been duly authorized, executed and delivered by the provider and constitutes the legal, valid and binding obligation of the provider, enforceable against the provider in accordance with its terms,

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11 (b) the choice of law of the state set forth in the investment agreement is valid under that country’s laws and a court in such country would uphold such choice of law, and (c) any judgment rendered by a court in the United States would be recognized and enforceable in such country;
g) the investment agreement shall provide that if during its term:
i) the provider’s (or guarantor’s) rating by either S&P or Moody’s falls below “AA-” or “Aa3,” the provider shall, at its option, within ten (10) days of receipt of publication of such downgrade, either (i) post Eligible Collateral with the Authority, the Trustee or a third party acting solely as agent therefore (the “Custodian”) free and clear of any third party liens or claims, or (ii) assign the agreement to an Eligible Provider, or (iii) repay the principal of and accrued but unpaid interest on the investment;
(ii) the provider’s rating by either S&P or Moody’s is withdrawn or suspended or falls below “A-” or “A3,” the provider must, at the direction of the Authority or the Trustee, within ten (10) days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the issuer or trustee. h) in the event the provider is required to collateralize, permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers) and collateral levels must be 102% of the total principal when the collateral type is U.S.

Treasury Obligations, 103% of the total principal when the collateral type is GNMA’s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”). In addition, the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the trustee and the issuer setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral;
i) the investment agreement shall state and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement, at the time such collateral is delivered, that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof;
j) the investment agreement must provide that if during its term: (i) the provider shall default in its payment obligations, the provider's obligations and fails to cure such default within one (1) Business Day, under the investment agreement shall, at the direction of the issuer or the trustee, be accelerated amounts invested and accrued but unpaid interest thereon shall be repaid to the issuer or trustee, as appropriate, and (ii) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), and such proceeding is not dismissed, vacated, stayed, or bonded pending appeal within ninety (90) days, the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the issuer or trustee, as appropriate.

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12 12. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC or FSLIC. In addition to the authority to invest funds in certificates of deposit, an investment in non negotiable certificates of deposit made in accordance with the following conditions is an authorized investment: (1) the financial institution selected by the Authority arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; (2) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; (3) the financial institution selected by the Authority acts as custodian for the Authority with respect to the certificates of deposit issued for the account of the Authority; and (4) the financial institution acting as custodian (i) must agree in writing to hold the certificates of deposit in a segregated trust for the benefit of the Authority and not as an asset on its general ledger or otherwise available to satisfy obligations of creditors of such financial institution and (ii) must be rated at least “A” by S&P and “A2” by Moody’s for deposits which exceed the amount insured by the FDIC or FSLIC.

13. State of California Local Agency Investment Fund (LAIF).

14. Forward Delivery or Forward Purchase Agreements and with underlying securities outlined in (1), (2) and (3) above.
“Principal Account” means the account by that name established in the Bond Fund pursuant to Section 5.02 hereof.
“Project Fund” means the fund by that name established pursuant to Section 3.04 hereof. “Rebate Regulations” means the Proposed and Temporary Treasury Regulations issued under Section 148(f) of the Code.
“Record Date” means, with respect to any Interest Payment Date, the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established pursuant to Section 5.06 hereof.
“Registration Books” means the records maintained by the Trustee pursuant to Section 2.05 hereof for the registration and transfer of ownership of the Bonds. “Representation Letter” means the letter of representations from the Authority to, or other instrument or agreement of the Authority with, a Book-Entry Depository in which the Authority, among other things, makes certain representations to such Book-Entry Depository with respect to the Bonds, the payment thereof and delivery of notices with respect thereto. “S&P” means S&P Global Ratings, its successors and assigns. “Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York 10041-0099 Attn. Call Notification Department, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.

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13 “Serial Bonds” means all of the Bonds excluding Term Bonds. “Sinking Account” means the account by that name established in Section 5.05 hereof. “SRF Loans” means those certain State Revolving Fund Loan Contract Nos. 7834-110 and 7838-110, dated [DATE], by and between the State Water Resources Control Board and the Authority.
“State” means the State of California.
“Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee, supplementing, modifying or amending this Indenture; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. “Tax Certificate” means that certain No Arbitrage and Tax Compliance Certificate executed on the Closing Date by the Authority and the City with respect to the Bonds. “Tax Regulations” means temporary and permanent regulations promulgated under or with respect to sections 103 and 141 through 150, inclusive, of the Code. “Term Bonds” means the Bonds maturing on September 1, [______]. “Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States, or its successor, as Trustee hereunder as provided in Section 8.01 hereof.
“Trust Office” means the corporate trust office of the Trustee at 333 South Hope Street, Suite 2525, Los Angeles, CA 90071, or at such other or additional offices as may be specified in writing to the Authority except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted. “Wastewater Capital Impact Fees” means any fee or fees collected by the City on behalf of the Authority from Property Owners as a condition to the Authority providing wastewater service from the Wastewater Enterprise to residential, commercial or industrial property, but shall not include any non-cash contributions to the Wastewater Enterprise. “Wastewater Enterprise” means the City’s wastewater system, consisting of the property and assets described in Exhibit A to the Wastewater Enterprise Lease Agreement. “Wastewater Enterprise Fund” means the fund by that name held by the City on behalf of the Authority.
“Wastewater Enterprise Lease Agreement” means that certain Wastewater Enterprise Lease Agreement, dated as of February 6, 2002, by and between the City and the Authority. “Wastewater Enterprise Management Agreement” means the agreement of that name, dated as of February 6, 2002, by and between the Authority and the City. “Wastewater Projects” means the 2025 Project.

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14 “Written Certificate,” “Written Request” and “Written Requisition” of the Authority or the City mean, respectively, a written certificate, request or requisition signed in the name of the Authority or the City by their Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture. The words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

THE BONDS
Section 2.01. Authorization of Bonds. The Authority hereby authorizes the issuance hereunder of the Bonds, which shall constitute special obligations of the Authority, for the purpose of providing funds to enable the Authority to finance the acquisition and construction and refinancing of the Wastewater Projects. The Bonds are hereby designated the “Corona Utility Authority 2025 Wastewater Revenue Bonds (Wastewater Projects).” The aggregate principal amount of Bonds initially issued and Outstanding under this Indenture shall equal [_____________________] Dollars ($_______________). This Indenture constitutes a continuing agreement with the Trustee and the Owners from time to time of the Bonds to secure the full payment of the principal of and interest and premium (if any) on all the Bonds, subject to the covenants, provisions and conditions herein contained.

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15 Section 2.02. Terms of the Bonds. The Bonds shall be issued in fully registered form without coupons in $5,000 denominations or any integral multiple thereof. The Bonds shall mature on September 1 in each of the years and in the amounts set forth below and shall bear interest on each Interest Payment Date at the rates set forth below:

Maturity Date
(September 1) Amount Rate
Interest on the Bonds shall be payable semi-annually calculated based on a 360-day year of twelve (12) thirty-day months on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first class mail to the Owner on the Interest Payment Date at the address of such Owner as its appears on the Registration Books; provided however, that payment of interest may be by wire transfer in immediately available funds to an account in the continental United States of America to any Owner of Bonds in the aggregate principal amount of $1,000,000 or more who shall furnish written wire instructions to the Trustee prior to the applicable Record Date. Principal of any Bond and any premium upon redemption shall be paid by check of the Trustee upon presentation and surrender thereof at the Trust Office. Principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America.

Each Bond shall be dated as of the Closing Date and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) unless it is authenticated on or before February 15, 2026, in which event it shall bear interest from its Date of Delivery; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Section 2.03. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred on the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee.

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16 Transfer of any Bond shall not be permitted by the Trustee during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption pursuant to Article IV. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds for a like aggregate principal amount and of like maturity. The Trustee may require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Authority. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Authority. Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.04. Exchange of Bonds. Any Bond may be exchanged at the Trust Office for a like aggregate principal amount of Bonds of other authorized denominations and of like maturity.

Exchange of any Bond shall not be permitted during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption pursuant to Article IV. The Trustee shall require the Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.05. Registration Books. The Trustee will keep or cause to be kept, at the Trust Office, sufficient records for the registration and transfer of ownership of the Bonds, which shall at all reasonable times be open to inspection during regular business hours by the Authority and the Owners with reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.

Section 2.06. Form and Execution of Bonds. The Bonds shall be substantially in the form attached hereto as Exhibit A and hereby made a part hereof. The Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signatures of its Executive Director and attested with the manual or facsimile signature of its Secretary or any assistant duly appointed by the Board, and shall be delivered to the Trustee for authentication by it. In case any officer of the Authority who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority. Also, any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution

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17 of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer.

Only such of the Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.07. Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for cancellation, at the Trust Office and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.08. Bonds, Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and destroyed. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Authority and the Trustee and, if such evidence be satisfactory to them and indemnity satisfactory to the Authority and the Trustee shall be given, the Authority, at the expense of the Owner of such lost, destroyed or stolen Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof) upon receipt of the aforementioned indemnity. The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.08 and of the expenses which may be incurred by the Authority and the Trustee in the premises. Any Bond issued under the provisions of this Section 2.08 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Section 2.09. CUSIP Numbers. The Trustee and the Authority shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption or defeasance notice nor shall any such defect or inaccuracy affect the effectiveness of such notice.

The Trustee may, in its discretion, include in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included

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18 in such notice solely for the convenience of the Owners and that neither the Trustee nor the Authority shall be liable for any inaccuracies in such numbers.

Section 2.10. Book-Entry Bonds.
(a) Bonds shall be initially issued in the form of a single, separate fully registered Bond (which may be typewritten) in the full aggregate principal amount for each maturity of the Bonds, and upon initial issuance, the ownership of such Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the initial Book-Entry Depository or such other nominee of DTC or any successor Book-Entry Depository or the nominee thereof, as shall be specified pursuant to the applicable Representation Letter. (b) With respect to Bonds registered in the Bond Register in the name of the BookEntry Depository, or its nominee, the Authority shall have no responsibility or obligation to any Participant or to any person on behalf of which such a Participant holds an interest in the Bonds.

Without limiting the immediately preceding sentence, the Authority shall have no responsibility or obligation with respect to (1) the accuracy of the records of the Book-Entry Depository, the nominee of the Book-Entry Depository or any Participant with respect to any ownership interest in the Bonds, (2) the delivery to any Participant or any other Person, other than an Owner as shown in the Bond Register, of any notice with respect to the Bonds, or (3) the payment to any Participant or any other person, other than an Owner as shown in the Bond Register, of any amount with respect to principal of or interest on the Bonds. The Authority may treat and consider the person in whose name each Bond is registered in the Bond Register as the Owner and absolute owner of such Bond for the purpose of payment of principal and interest on such Bond and for all other purposes whatsoever.
(c) The Trustee shall pay all principal of and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Bond Register on the applicable Record Date, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to satisfy and discharge fully the obligations with respect to the payment of principal of and interest on the Bonds under this Indenture and the Bonds to the extent of the sums so paid.

Upon delivery by the Book-Entry Depository to the Authority of written notice to the effect that the Book-Entry Depository has determined to substitute a new nominee in place of the incumbent nominee, and subject to the provisions herein with respect to Record Dates, the word nominee in this Indenture shall refer to such new nominee of the Book-Entry Depository. (d) In order to qualify the Bonds for the Book-Entry Depository’s book-entry system, the Authorized Representative of the Authority is hereby authorized to execute and deliver on behalf of the Authority to the Book-Entry Depository a Representation Letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of the Representation Letter shall not in any way limit the provisions of subsection (b) of this Section or in any other way impose upon the Authority any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners as shown in the Bond Register. In addition to the execution and delivery of the Representation Letter, the officers of the Authority, and their authorized representatives, each are hereby authorized to take any other actions, not inconsistent with this Indenture, to qualify the Bonds for each Book-Entry Depository’s book-entry program. (e) In the event (i) the incumbent Book-Entry Depository determines not to continue to act as Book-Entry Depository for the Bonds, or (ii) the Authority determines that the incumbent

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19 Book-Entry Depository shall no longer so act, and delivers a written certificate to the incumbent Book-Entry Depository to that effect, then the Authority will discontinue the book-entry system for the Bonds with the incumbent Book-Entry Depository. If the Authority determines to replace the incumbent Book-Entry Depository with another qualified Book-Entry Depository, the Authority shall prepare or direct the preparation of and execute, and the Trustee shall authenticate and deliver, a new single, separate fully registered bond (which may be typewritten) for the aggregate outstanding principal amount for each maturity of the Bonds held by the incumbent Book-Entry Depository, registered in the name of such successor or substitute qualified BookEntry Depository or its nominee, or make such other arrangement acceptable to the Authority and the successor Book-Entry Depository as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor Book-Entry Depository to replace the incumbent Book-Entry Depository, then the Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Book-Entry Depository or its nominee, but shall be registered in whatever name or names the Book-Entry Depository or its nominee shall designate.

In such event the Authority shall prepare or direct the preparation of and execute, and the Trustee shall authenticate and deliver to the Owners thereof, such Bonds as are necessary to carry out the transfers and exchanges provided in this Indenture. All such Bonds shall be in fully registered form in denominations authorized hereunder.
(f) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Book-Entry Depository or its nominee, all notices and payments with respect to principal of and interest on such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Book-Entry Depository.

ARTICLE III

ISSUANCE OF BONDS AND APPLICATION
OF PROCEEDS; PARITY OBLIGATIONS
Section 3.01. Issuance of the Bonds. At any time after the execution of this Indenture, the Authority may execute and the Trustee shall authenticate and, upon the Written Request of the Authority, deliver Bonds in the aggregate principal amount of [_________________] Dollars ($_______________).

Section 3.02. Application of the Bonds. The proceeds received from the sale of the Bonds in the amount of $[______________] representing the purchase price of the Bonds (being the principal amount thereof, less the Underwriter’s discount and [plus an original issue premium]) shall be deposited in trust with the Trustee, who shall forthwith set aside such proceeds as follows:
(a) The Trustee shall deposit the amount of $_______________ in the Costs of Issuance Fund;
[(b) The Trustee shall transfer the amount of $______________ to the Escrow Bank];
(c) The Trustee shall deposit the amount of $_______________ in the Project Fund to be applied as provided in Section 3.04; and

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20 (d) The Trustee may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Indenture, including but not limited to a temporary fund for holding the proceeds of the Bonds.

Section 3.03. Establishment and Application of Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Costs of Issuance Fund.” The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance upon submission of Written Requisitions of the Authority stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such written request of the Authority shall be sufficient evidence to the Trustee of such facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On [December 1, 2025], or upon the earlier Written Request of the Authority, all amounts remaining in the Costs of Issuance Fund shall be transferred by the Trustee to the Project Fund.

Section 3.04. Project Fund. The Trustee shall establish, maintain and hold in trust a separate fund to be known as the “Project Fund.” Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the acquisition and construction by the Authority of the 2025 Project. The Trustee shall disburse moneys in the Project Fund from time to time to pay Project Costs (or to reimburse the Authority or the City, respectively, for payment of 2025 Project Costs) upon receipt by the Trustee of a Written Requisition of the Authority or the City which:
(a) states with respect to each disbursement to be made (i) the requisition number, (ii) the name and address of the person, firm or corporation to whom payment will be made, (iii) the amount to be disbursed, (iv) that each obligation mentioned therein is a proper charge against the Project Fund and has not previously been disbursed by the Trustee from amounts in the Project Fund, (v) that all conditions precedent set forth herein and in the Agency Agreement with respect to such disbursement have been satisfied, and (vi) that the amount of such disbursement is for a Project Cost and (b) specifies in reasonable detail the nature of the obligation. The Trustee shall not be responsible for the representations made in such Written Requisitions and may conclusively rely thereon and shall be under no duty to investigate or verify any statements made therein. The description of the 2025 Project, and Exhibit B hereto, may be amended, upon the direction of the Authority. Upon the filing with the Trustee of a Completion Certificate with respect to the 2025 Project, the Trustee shall withdraw all amounts then on deposit in the Project Fund and transfer such amounts to the Bond Fund.

Notwithstanding the foregoing provisions of this Section 3.04, upon the occurrence and continuation of an Event of Default under and as defined in Section 7.01(a) or (b), the Trustee shall immediately withdraw all amounts then on deposit in the Project Fund and apply such amounts in accordance with the provisions of Section 7.03 hereof.

Section 3.05. Validity of Bonds. The recital contained in the Bonds that the same are issued pursuant to the Constitution and laws of the State shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance and shall not be affected in any way with respect to or in connection with any other agreement.

Section 3.06. Senior Obligations; Parity Obligations. After the Closing Date, as long as any Bonds are outstanding and payable, the Authority shall not issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement payable from Net Revenues the payment of which is prior and senior to the payment of the Bonds.

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21 The Authority may issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement secured by a pledge of and lien on Net Revenues equally and ratably with the Bonds (referred to herein as “Parity Obligations”) subject to the following provisions:
(a) The Authority is not in default under the terms of this Indenture. (b) (i) Net Revenues, as certified by the Authority, for the most recent audited Fiscal Year preceding the date of execution of the Parity Obligations, plus (ii) projected Net Revenues (as described below) are at least equal to 125% of Aggregate Maximum Annual Debt Service.

The projections described in (b)(ii) above may take into account (1) increases in the charges made for service from the Wastewater Enterprise which have been adopted by the Authority prior to the date of issuance or incurrence of such Parity Obligations, but which were not in effect for all or part of such preceding Fiscal Year, and which are scheduled to be effective in the period of Debt Service shown for such Parity Obligations, and (2) an allowance for estimated additional average annual Net Revenues from any additions or connections to or improvements or extensions of the Wastewater Enterprise which have occurred from the end of Fiscal Year preceding the date of execution of the Parity Obligations.
(c) Notwithstanding the requirements described above, Parity Obligations may be issued or incurred to refund outstanding Parity Obligations if, after giving effect to the application of the proceeds thereof, total Debt Service will not be increased in any Fiscal Year in which Parity Obligations (outstanding on the date of issuance or incurrence of such refunding Parity Obligations, but excluding such refunding Parity Obligations) not being refunded are outstanding.
(d) The Authority may but shall not be required to fund a reserve fund or obtain a reserve fund surety or instrument with respect to any Parity Obligations. If a reserve fund is funded for any Parity Obligations or a qualified reserve fund surety or instrument is obtained with respect to any Parity Obligations, such funded reserve fund or qualified reserve fund surety or instrument shall secure only the related Parity Obligations and shall not support the Bonds or any other Parity Obligations.
(e) Subordinate Obligations. The Authority further covenants that the Authority shall not issue or incur any Subordinate Obligations unless Net Revenues or projected Net Revenues, calculated in the same manner as described in paragraph (b) above, are equal to at least 100% of the sum of Debt Service on all Parity Obligations and Subordinate Obligations outstanding immediately subsequent to the incurring of such additional obligations.

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22 ARTICLE IV

REDEMPTION OF BONDS
Section 4.01. Terms of Redemption.
(a) Sinking Account Redemption. The Term Bonds are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on September 1, [____] and on September 1 each year thereafter, at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Bonds have been redeemed pursuant to subsections (b) below, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Authority with the Trustee.

Term Bonds Maturing September 1, 20[__]
Redemption Date
(September 1)
Principal
Amount
†
†
Maturity.

In lieu of such redemption, the Trustee may apply amounts in the Sinking Account to the purchase of Term Bonds at public or private sale for cancellation, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as may be directed by the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Term Bonds, as set forth in a Written Request of the Authority and subsequently cancelled or surrendered to the Trustee for cancellation. The par amount of any Term Bonds so purchased by the Authority in any twelve-month period immediately preceding any August 15 in the table above will be credited towards and will reduce the principal amount of Term Bonds required to be redeemed on the succeeding September 1.
(b) Optional Redemption. The Bonds maturing on or before September 1, _____ are not subject to optional redemption prior to maturity. The Bonds maturing on September 1, ____ and thereafter are subject to redemption prior to their stated maturity at the option of the Authority, as a whole or in part on any date, by such maturities as are selected by the Authority from any available source of funds on or after September 1, ____ at a redemption price equal to the principal amount of the Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption.

Section 4.02. Selection of Bonds for Redemption. Whenever provision is made in Section 4.01 of this Indenture for the redemption of less than all of the Bonds (other than pursuant to Section 4.01(a) hereof), the Trustee shall select the Bonds to be redeemed from all Bonds or

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23 such given portion of the Bonds not previously called for redemption, among maturities as directed by the Authority and within each maturity to be redeemed in a manner selected by the Trustee, subject to the applicable procedures of the Book-Entry Depository; provided, however, that if less than all of the Bonds are called for redemption at any one time, upon the written direction of the Authority, the Authority shall specify a reduction in any pending Sinking Account payments required to be made hereunder which, to the extent practicable, results in substantially level Debt Service on the Bonds. For purposes of such selection, the Trustee shall treat each Bond as consisting of separate $5,000 portions and each such portion shall be subject to redemption as if such portion were a separate Bond.

Section 4.03. Notice of Redemption. The Authority shall give the Trustee notice of its intent to redeem Bonds pursuant to Section 4.01(b) hereof no less than forty-five (45) days prior to the date set for redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days before any redemption date, to respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books, and to the Securities Depositories and to the Information Services. Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Bonds (or all Bonds of a single maturity) are to be redeemed, the CUSIP numbers and (if less than all Bonds are redeemed) Bond numbers of the Bonds to be redeemed, the maturity or maturities of the Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of said Bonds the redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein shall affect the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Bonds shall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority.

With respect to any notice of optional redemption of the Bonds, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption shall not be made, and the Trustee shall within a reasonable time thereafter give notice in the manner in which the notice of redemption was given, that such moneys were not so received.

Section 4.04. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered.

Section 4.05. Effect of Redemption. Notice of redemption having been duly given as aforesaid, the Bonds (or related portions) so called for redemption shall become due and payable, interest on the Bonds so called for redemption shall cease to accrue, said Bonds (or related portions) shall cease to be entitled to any benefit or security under this Indenture, and the Owners

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24 of said Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof.

All Bonds redeemed pursuant to the provisions of this Article shall be canceled by the Trustee upon surrender thereof and destroyed.

ARTICLE V
PLEDGE OF NET REVENUES; FUNDS AND ACCOUNTS;

PAYMENT OF PRINCIPAL AND INTEREST
Section 5.01. Pledge and Assignment; Bond Fund.
(a) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Net Revenues and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to this Indenture (other than a Rebate Account) are hereby pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of this Indenture. Said pledge, charge and assignment shall constitute a first lien on and security interest on the Net Revenues and such other amounts held in any fund or account established pursuant to the this Indenture (except a Rebate Account) and shall attach, be perfected and be valid and binding from and after the Closing Date, without any physical delivery thereof or further act. (b) The Wastewater Enterprise Fund shall be held by the City on behalf of the Authority. Authority shall cause the City to deposit all of the Gross Revenues immediately upon receipt in the Wastewater Enterprise Fund. On or after the first day of each month, amounts deposited in the Wastewater Enterprise Fund shall be disbursed in the following order of priority:
i. payment of Direct Costs and Allocated Costs for the preceding month; and ii. payment of debt service coming due on any bonds, notes or obligations of the Authority relating to the Wastewater Enterprise.

Amounts remaining in the Wastewater Enterprise Fund immediately after making the transfers required to be made pursuant to this Section shall be used by the Authority for any lawful purpose of the Authority.
(c) The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Net Revenues and all of the rights of the Authority hereunder (but none of its duties or obligations hereunder).

The Trustee shall be entitled to and shall collect and receive all of the Net Revenues, and any Net Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and shall, subject to the provisions of Article VIII, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce all of the rights of the Trustee hereunder. (d) All Net Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Bond Fund” which the Trustee shall establish, maintain and hold in trust; except that all moneys received by the Trustee and required hereunder to be deposited

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25 in the Redemption Fund shall be promptly deposited in such Fund. All Net Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture and the indenture for the 2013 Bonds if not redeemed in full.

Section 5.02. Net Revenues. Not later than the first Business Day preceding each date on which principal of or interest on the Bonds becomes due and payable, the Trustee shall transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Bond Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such date on all Bonds then Outstanding. (b) The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Bonds coming due and payable on such date. (c) The Trustee shall deposit in the Sinking Account an amount equal to the aggregate principal amount of the Term Bonds required to be redeemed on such date, if any, pursuant to Section 4.01(a).

Section 5.03. Application of Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to this Indenture).

Section 5.04. Application of Principal Account. All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal amount of the Bonds at their respective maturity dates.

Section 5.05. Application of Sinking Account. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of redemption) Term Bonds pursuant to Section 4.01(a).

Section 5.06. Application of Redemption Fund. The Trustee shall establish and maintain the Redemption Fund, amounts in which shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds to be redeemed pursuant to Sections 4.01(b); provided, however, that at any time prior to selection for redemption of any such Bonds, the Trustee may apply such amounts to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as shall be directed pursuant to a Written Request of the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Bonds.

Section 5.07. Investments. (a) All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments. Such investments shall be directed by the Authority pursuant to a Written Request of the Authority filed with the Responsible Trust Officer of the Trustee at least two (2) Business

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26 Days in advance of the making of such investments. In the absence of any such directions from the Authority, the Trustee shall invest any such moneys in Permitted Investments described in clause (7) of the definition thereof, provided that as long as the Trustee is The Bank of New York Mellon Trust Company, N.A., the Trustee shall invest such money in the money market fund set forth in the letter of authorization and direction executed by the Authority and delivered to the Trustee. If no specific money market fund has been specified by the Authority, the Trustee shall make a request to the Authority for investment directions. Such moneys shall be held in cash, uninvested, until specific investment directions are provided by the Authority to the Trustee.

Permitted Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. The Trustee may rely on any Written Request of the Authority as to the suitability and legality of any Permitted Investments selected for investment hereunder.

Prior to the Completion Date, all interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the Project Fund.

Following the Completion Date, all interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the Bond Fund from time to time on or before each Interest Payment Date. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section 5.07. Ratings of Permitted Investments referred to herein shall be determined at the time of purchase of such Permitted Investments. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments, or the responsibility to validate the ratings of Permitted Investments prior to the initial purchase.

The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder.

Section 5.08. Valuation of Investments. For the purpose of determining the amount in any fund or account, the value of Permitted Investments credited to such fund shall be valued quarterly (beginning September 1, January 1, March 1, and June 1) by the Trustee at the market value thereof (excluding any accrued interest). The Trustee may utilize valuation services (including brokers and dealers in securities) and computer pricing services as are available to it in making such valuations. Any deficiency in a fund or account resulting from a decline in market value shall be restored by the Authority no later than the next scheduled quarterly valuation date.

ARTICLE VI

PARTICULAR COVENANTS
Section 6.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal of and interest and premium (if any) on all the Bonds in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Net Revenues and other assets pledged for such payment as provided in this Indenture.

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27 Section 6.02. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section 6.02 shall be deemed to limit the right of the Authority to issue Parity Obligations for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

Section 6.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Net Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except as permitted by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, and reserves the right to issue other obligations for such purposes.

Section 6.04. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Net Revenues and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of Article VIII and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Net Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

Section 6.05. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of Bonds, the Gross Revenues, the Net Revenues and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the City, during business hours and under reasonable circumstances, upon reasonable notice.

Section 6.06. Rate Covenant. The Authority hereby covenants to fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which (together with other funds accumulated from Gross Revenues and which are lawfully available to the Authority for payment of any of the following amounts during such Fiscal Year) are at least sufficient, after making allowances for contingencies and errors in estimates, to pay the following amounts in the following order:
(a). all Direct Costs and Allocated Costs of the Wastewater Enterprise estimated by the Authority to become due and payable in such Fiscal Year; (b) all Debt Service coming due and payable in such Fiscal Year; and

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28 (c) all payments required to meet any other obligations of Authority which are charges, liens or encumbrances upon, or payable from, the Net Revenues.

The Authority shall fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues, at least equal to one hundred and twenty-five percent (125%) of the amounts payable under the preceding clause (b) in such Fiscal Year.

Section 6.07. Maintenance. Throughout the term of this Indenture, all improvement, repair and maintenance of the Wastewater Projects, shall be the responsibility of the Authority, and the Authority shall pay for or otherwise arrange for the payment of all utility services supplied to the Wastewater Projects, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Wastewater Projects resulting from ordinary wear and tear.

Section 6.08. Operation of Wastewater Projects. The Authority covenants and agrees to operate the Wastewater Projects in an efficient and economical manner and to operate, maintain and preserve the Wastewater Projects in at least as good repair and working order as on the effective date of this Agreement. The Authority covenants that, in order to fully preserve and protect the priority and security of the Net Revenues, the Authority shall pay from the Gross Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Wastewater Projects which, if unpaid, may become a lien or charge upon the Gross Revenues or the Net Revenues prior or superior to the lien granted hereunder, or which may otherwise impair the ability of the Authority to pay the Net Revenues in accordance herewith. The Authority shall be responsible for any fines, liabilities, or other debts coming due as a result of the operation of the Wastewater Projects.

Section 6.09. [Reserved]
Section 6.10. Provisions Regarding Insurance. The Authority shall maintain or cause to be maintained the policies of insurance listed herein. The Authority shall file with the Trustee a certificate stating that the Authority has complied with this Section 6.10, within 60 days of the end of each fiscal year. The Trustee is entitled to rely on such certificate without undertaking to independently investigate the representations contained therein. The Authority shall maintain:
(a) Insurance against loss or damage to any structures constituting any part of the Wastewater Enterprise, as is customarily maintained with respect to works and properties of a like character, which may be carried in conjunction with any other policies of fire and extended coverage insurance;
(b) Public Liability and Property Damage the minimum coverages of which shall be $1,000,000 for personal injury or death per person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and property damage insurance in the minimum coverage of $100,000 per event, respectively, the property damage being subject to a maximum $25,000 deductible per accident. Such insurance may be maintained in the form of a minimum $3,000,000 single limit policy covering all such risks;

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29 (c) Workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the Workers’ Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed in connection with the Wastewater Enterprise and to cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death during or in connection with the Wastewater Enterprise.
(d) Any insurance required by this Indenture, except insurance required under Section 6.10(a) hereof, may be maintained by the Authority in the form of self-insurance.

Such self-insurance shall be maintained on a basis which is actuarially sound as established by the Authority’s risk manager or an independent insurance consultant which determination shall be made annually. Any deficiency shall be corrected within 60 days of the Authority becoming aware of such deficiency.

Section 6.11. Inability to Obtain Insurance. Notwithstanding the provisions of Section

6.10 of this Indenture, if at any time Authority shall be unable to obtain or maintain insurance to the extent required by Section 6.10 on reasonable terms, either as to amounts or as to risks, the failure to maintain such insurance shall not constitute a default under this Indenture if the Authority shall cause the employment of an independent insurance consultant having a favorable reputation for skill and experience in such matters, for the purpose of reviewing such insurance requirements and making recommendations respecting the type, amounts and provisions of reasonably obtainable insurance, including self-insurance, or the establishment of other generally accepted forms of alternative protection that should be carried in lieu thereof, or the infeasibility of obtaining insurance, and if the Authority shall comply with the recommendations made in such report. A signed copy of the report of the insurance consultant shall be filed with the Trustee, and the insurance requirements specified in Section 6.10 shall be deemed to be modified to conform with the recommendations in such report.

Section 6.12. Observance of Laws and Regulations. The Authority will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the Authority, including its right to exist and carry on business as a public body, corporate and political, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 6.13. Eminent Domain or Insurance Award. The Authority shall cause amounts received as awards as a result of the taking of all or any part of the Wastewater Projects by the lawful exercise of eminent domain or the receipt of insurance award for any casualty loss for any of the Wastewater Projects to be used to repair or replace the Wastewater Projects or portion thereof so damaged or taken by eminent domain. Alternatively, the Authority and the City may amend Exhibit B hereto to add water capital facilities to be constructed or acquired with the net proceeds of such insurance or condemnation award. If the Authority cannot repair, replace or

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30 substitute the Wastewater Projects, then the City may make a deposit pursuant to Section 10.03 hereof and use such funds for the first date of redemption pursuant to Section 4.01(b) hereof.

Section 6.14. Disclaimer of Warranties. The City has made no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Authority of the Wastewater Projects, or any other representation or warranty with respect to the Wastewater Projects. In no event shall the City be liable for incidental, indirect, special or consequential damages in connection with or arising out of this Indenture for the existence, furnishing, functioning or Authority’s use of the Wastewater Projects.

Section 6.15. No Arbitrage. The Authority shall not take, or permit to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.

Section 6.16. Rebate Requirement. The Authority shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investments earnings, if any, to the federal government.

Section 6.17. Private Activity Bond Limitation. The Authority shall assure that the Proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code.

Section 6.18. Private Loan Financing Limitation. The Authority shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private loan financing test of Section 141(c) of the Code.

Section 6.19. Federal Guaranty Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 6.20. Maintenance of Tax-Exemption. The Authority shall take any and all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.

Section 6.21. Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

Section 6.22. Protection of Security and Rights of Owners. The Authority will preserve and protect the security of the Bonds and the rights of the Owners. From and after the date of issuance of any Bonds, such Bonds shall be incontestable by the Authority.

Section 6.23. Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of that certain Continuing Disclosure

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31 Certificate executed by the Authority as of the Closing Date in connection with the Bonds (the “Continuing Disclosure Certificate”). Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee (at the request of any participating underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction therefor), shall or any Bondowner may but shall not be obligated to seek mandamus or specific performance by court order, to cause the Authority to comply with its obligations under this Section.

Section 6.24. Further Assurances. The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Indenture.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default. The following events shall be Events of Default hereunder:
(a) Default in the due and punctual payment by the Authority of the principal of any Bonds when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise. (b) Default in the due and punctual payment by the Authority of any installment of interest on any Bonds when and as the same shall become due and payable. (c) Default by the Authority in the observance of any of the other material covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default shall have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee; provided, however, that if in the reasonable opinion of the Authority the default stated in the notice can be corrected, but not within such thirty (30) day period, such default shall not constitute an Event of Default hereunder if the Authority shall commence to cure such default within such thirty (30) day period and thereafter diligently and in good faith cure such failure in a reasonable period of time. (d) The occurrence and continuation of an event of default under and as defined in any other obligation of the Authority secured by a pledge of Net Revenues on a parity with the pledge made hereunder.

Section 7.02. Remedies Upon Event of Default. If any Event of Default shall occur, then, and in each and every such case during the continuance of such Event of Default, the Trustee shall at the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Bonds contained to the contrary notwithstanding.

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32 Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority, to the extent of the proportionate share of the deficiency, shall deposit with the Trustee a sum sufficient to pay all the principal of and installments of interest on the Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its attorneys) of the Trustee, and any and all other Events of Default known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority and the Trustee, or the Trustee if such declaration was made by the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair or exhaust any right or power consequent thereon.

Section 7.03. Application of Net Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing, all Net Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee as follows and in the following order:
(a) To the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Owners of the Bonds and payment of reasonable fees, charges, expenses, and indemnities of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Indenture;
(b) To the payment of the principal of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping or otherwise noting thereon of the payment if only partially paid, or surrender thereof if fully paid) in accordance with the provisions of this Indenture, as follows:

First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which shall have become due, whether at maturity or by acceleration or redemption, with interest on the overdue principal at the rate borne by the respective Bonds (to the extent permitted by law), and, if the amount available shall not be sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference.

Section 7.04. Trustee to Represent Bond Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds, by taking and holding the same,

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33 shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Bonds, this Indenture and applicable provisions of any law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bond Owners, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Owners under the Bonds, this Indenture or any other law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Net Revenues and other assets pledged under this Indenture, pending such proceedings. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Bonds, subject to the provisions of this Indenture.

Section 7.05. Bond Owners’ Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would expose it to liability.

Section 7.06. Limitation on Bond Owners’ Right to Sue. Notwithstanding any other provision hereof, no Owner of any Bonds shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture or any other applicable law with respect to such Bonds, unless (a) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owner or Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee shall have failed to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; and (e) no direction inconsistent with such written request shall have been given to the Trustee during such sixty (60) day period by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice

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34 the security of this Indenture or the rights of any other Owners of Bonds, or to enforce any right under the Bonds, this Indenture, or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Indenture.

Section 7.07. Absolute Obligation of Authority. Nothing in Section 7.06 or in any other provision of this Indenture or in the Bonds contained shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest and premium (if any) on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Net Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

Section 7.08. Termination of Proceedings. In case any proceedings taken by the Trustee, any one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, or the Bond Owners, then in every such case the Authority, the Trustee and the Bond Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners shall continue as though no such proceedings had been taken.

Section 7.09. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee, or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

Section 7.10. No Waiver of Default. No delay or omission of the Trustee, or of any Owner of the Bonds to exercise any right or power arising upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee, or the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient.

ARTICLE VIII

THE TRUSTEE
Section 8.01. Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a reasonable trustee would exercise or use under the circumstances in the conduct of his or her own affairs.

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35 (b) The Authority may remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and the Authority shall at any time upon the request of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 8.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee.
(c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and by giving the Bond Owners notice of such resignation by mail at the respective addresses shown on the Registration Books at least 45 days prior to the date of resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the Authority shall, and the Trustee may, petition any federal or state court for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee.

Any successor Trustee appointed under this Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall mail or cause the successor Trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the respective addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority.
(e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, authorized under such laws to exercise corporate trust powers, which shall

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36 have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or State agency, so long as any Bonds are Outstanding. If such corporation or association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 8.01. (f) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds other than for statements provided by the Trustee which relate directly to the status of the Trustee’s corporate trust business.

Section 8.02. Merger or Consolidation. Any bank, national banking association or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank, national banking association or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association or trust company shall be eligible under subsection (e) of Section 8.01 shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 8.03. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall not assume responsibility nor liability for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture or the Bonds, nor shall the Trustee incur any responsibility nor liability therefore in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method

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37 and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.
(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder, or any other event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default hereunder, unless and until the Responsible Trust Officer shall have actual knowledge thereof, or shall have received written notice thereof at its Trust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Authority of any of the terms, conditions, covenants or agreements herein, or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default or an event which would, with the giving of notice, the passage of time, or both, constitute an Event of Default. The Trustee shall not be responsible for the validity, effectiveness or priority of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain or inquire as to the performance or observance by the Authority of the terms, conditions, covenants or agreements set forth herein, other than the covenants of the Authority to deliver Net Revenues to the Trustee when due and to file with the Trustee when due, such reports and certifications as the Authority is required to file with the Trustee hereunder.
(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it is not assured to its satisfaction that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and shall not be responsible for the actions or omissions of such agents or attorneys if appointed by it with reasonable care. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy.
(i) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of Section 8.01(a), this Section 8.03 and Section 8.04 hereof. (j) The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.
(k) The Trustee makes no representation or warranty, expressed or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability,

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38 operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority of the 2025 Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Indenture for the existence, furnishing or use of the 2025 Project.
(l) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure.

The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics, pandemics, quarantine restrictions, acts of civil or military authority, or other similar occurrences beyond the control of Trustee. (m) The delivery of reports and other documents and information to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Section 8.04. Right to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee may treat the Owners of the Bonds appearing in the Registration Books as the absolute owners of the Bonds for all purposes and the Trustee shall not be affected by any notice to the contrary.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate, Written Request or Written Requisition of the Authority or the City, and such Written Certificate, Written Request or Written Requisition shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Written Certificate, Written Request or Written Requisition, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and City whenever a

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39 person is to be added or deleted from the listing. If the Authority and City elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and City agree (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 8.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in their respective possession and shall be subject at all reasonable times to the inspection of the Authority, the City and any Bond Owner, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions.

Section 8.06. Compensation and Indemnification. The Authority shall pay to the Trustee from time to time the compensation for all services rendered under this Indenture and also all reasonable expenses and disbursements, incurred in and about the performance of its powers and duties under this Indenture. In the event the Trustee advances its own funds for the payment of the Bonds or for the protection or benefit of the Owners of the Bonds, the Authority shall promptly reimburse the Trustee for such advances with interest at the maximum rate allowed by law.

The Authority shall indemnify, defend and hold harmless the Trustee against any loss, liability or expense including legal fees and expenses incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this Section 8.06 shall survive the resignation or removal of the Trustee or the discharge of the Bonds and this Indenture.

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40 ARTICLE IX

MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 9.01. Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental thereto, which the Authority and the Trustee may enter into when the written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Net Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture except as permitted herein, or deprive the Owners of the Bonds of the lien created by this Indenture on Net Revenues and other assets (except as expressly provided in this Indenture), without consent of the Owners of all of the Bonds then Outstanding, or (iii) modify any of the rights or obligations of the Trustee hereunder without its written consent thereto. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof.
(b) This Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Bond Owners, if the Trustee has been furnished an opinion of counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Owners of the Bonds, including, without limitation, for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners; (iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;

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41 (iv) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to remain excludable from gross income under the Code; or (v) to facilitate the issuance of Parity Obligations.
(c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) of this Section 9.01 which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (d) Prior to the Trustee entering into any Supplemental Indenture hereunder, there shall be delivered to the Trustee an opinion of Bond Counsel stating, in substance, that such Supplemental Indenture is authorized or permitted by this Indenture and has been adopted in compliance with all conditions precedent of this Indenture and that the adoption of such Supplemental Indenture will not, in and of itself, adversely affect the exclusion from gross income for purposes of federal income taxes of interest on the Bonds. (e) Notice of any modification hereof or amendment hereto shall be given by the Authority to each rating agency which then maintains a rating on the Bonds, if applicable, at least fifteen (15) days prior to the effective date of the related Supplemental Indenture.

Section 9.02. Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this Article IX, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand on the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Trust Office or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand on the Owners of any Bonds then Outstanding shall be exchanged at the Trust Office, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same series and maturity.

Section 9.04. Amendment of Particular Bonds. The provisions of this Article IX shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by him.

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42 ARTICLE X

DEFEASANCE
Section 10.01. Discharge of Indenture. Any portion or all of the Outstanding Bonds may be paid by the Authority in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority with respect to such Bonds:
(a) by paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money or noncallable Federal Securities in the necessary amount (as provided in Section 10.03) to pay or redeem such Bonds; or
(c) by delivering such Bonds to the Trustee for cancellation.

The Authority shall defease such portion of the Bonds outstanding upon receipt of cash or securities sufficient to defease such specified amount of Bonds.

If the Authority shall also pay or cause to be paid all other sums payable hereunder (including all amounts payable to the Trustee), then and in that case, at the election of the Authority (evidenced by a Written Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge such Bonds and this Indenture with respect to such Bonds), and notwithstanding that any of such Bonds shall not have been surrendered for payment, this Indenture and the pledge of Net Revenues and other assets made under this Indenture with respect to such Bonds and all covenants, agreements and other obligations of the Authority under this Indenture with respect to such Bonds shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon the Written Request of the Authority, the Trustee shall be authorized to take such actions and execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction. In the event all Outstanding Bonds are paid as provided in this Section 10.01, the Trustee shall pay over, transfer, assign or deliver to the Authority all moneys or securities or other property held by it pursuant to this Indenture which are not required for the payment or redemption of any Bonds not theretofore surrendered for such payment or redemption and after payment of amounts due to the Trustee under the Indenture.

Prior to the defeasance of the Bonds, the Authority shall obtain the following items:
a. An opinion of Bond Counsel to the effect (i) that the defeasance will not adversely impact the exclusion from gross income for federal income tax purposes of interest on the Bonds or refunded bonds and (ii) that the Bonds are no longer “Outstanding” under the Indenture;
b. If the Bonds are being advance-refunded, a refunding trust or escrow agreement and an opinion of counsel regarding the validity and enforceability of the Escrow Agreement. In addition, such escrow agreement shall provide that:
i. Any substitution of securities shall require verification by an Independent Certified Public Accountant.

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43 ii. The Authority will not exercise any optional redemption of Bonds secured by such escrow agreement or any other redemption other than mandatory sinking fund redemptions unless the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds.

Section 10.02. Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or non-callable Federal Securities in the necessary amount (as provided in Section 10.03) to pay or redeem any Outstanding Bonds (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Bonds shall cease, terminate and be completely discharged, and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.04.

The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

Section 10.03. Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or non-callable Federal Securities in the necessary amount to pay or redeem any Bonds, the money or non-callable Federal Securities so to be deposited or held may include money or noncallable Federal Securities held by the Trustee in the funds and accounts established pursuant to this Indenture and shall be:
(a) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to the redemption date; or
(b) non-callable Federal Securities, the principal of and interest on which when due will, in the written opinion of an Independent Certified Public Accountant filed with the Authority and the Trustee, provide money sufficient to pay the principal of and interest and premium (if any) on the Bonds to be paid or redeemed, as such principal, interest and premium become due, provided that in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice;
provided, in each case, that (i) the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Authority) to apply such money to the payment of such

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44 principal, interest and premium (if any) with respect to such Bonds, (ii) the Authority shall have delivered to the Trustee an opinion of Bond Counsel to the effect that such Bonds have been discharged in accordance with this Indenture, and (iii) a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date; and a certificate of discharge of the Trustee with respect to the Bonds.

Section 10.04. Unclaimed Funds. Notwithstanding any provisions of this Indenture, and subject to applicable provisions of State law, any moneys held by the Trustee in trust for the payment of the principal of, or interest on, any Bonds and remaining unclaimed for two (2) years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Indenture), if such moneys were so held at such date, or two (2) years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall be repaid to the Authority free from the trusts created by this Indenture and at the request of the Trustee an indemnification agreement acceptable to the Authority and the Trustee indemnifying the Trustee with respect to claims of Owners of Bonds which have not yet been paid, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee shall (at the cost of the Authority) first mail to the Owners of Bonds which have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

ARTICLE XI

MISCELLANEOUS
Section 11.01. Liability of Authority Limited to Net Revenues. Notwithstanding anything in this Indenture or in the Bonds contained, the Authority shall not be required to advance any moneys derived from any source other than the Net Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture. Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes.

Section 11.02. Limitation of Rights to Parties; Bond Owners. Nothing in this Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee, the City and the Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the City and the Owners of the Bonds.

Section 11.03. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be

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45 maintained in accordance with corporate trust industry standards to the extent practicable, and with due regard for the requirements of Section 6.05 and for the protection of the security of the Bonds and the rights of every Owner thereof.

Section 11.04. Waiver of Notice; Requirement of Mailed Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Whenever in this Indenture any notice shall be required to be given by mail, such requirement shall be satisfied by the deposit of such notice in the United States mail, postage prepaid, by first class mail.

Section 11.05. Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds as may be allowed by law, and, upon written request of the Authority, deliver a certificate of such destruction to the Authority.

Section 11.06. Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

Section 11.07. Notices. All written notices to be given under this Indenture shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time.

Notice shall be effective either (a) upon transmission by Electronic Means or other form of telecommunication, confirmed by the recipient (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the Authority: Corona Utility Authority
400 South Vicentia Avenue, Suite 120
Corona, CA 92882
Attn: Executive Director
If to the City: City of Corona
400 South Vicentia Avenue, Suite 120
Corona, CA 92882
Attn: City Manager

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46 If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2525
Los Angeles, CA 90071
Attn: Corporate Trust Services
Re: Corona Wastewater 2025
Section 11.08. Evidence of Rights of Bond Owners. Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bond Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and the Authority if made in the manner provided in this Section 11.08.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of Bonds shall be proved by the Registration Books.

Any request, consent, or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon.

Section 11.09. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are known by the Trustee to be owned or held by or for the account of the Authority, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section 11.09 if the pledgee shall certify to the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Upon request of the Trustee, the Authority shall certify to the Trustee those Bonds which are disqualified pursuant to this Section 11.09 and the Trustee may conclusively rely on a certificate.

Section 11.10. Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest or principal due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds

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47 entitled thereto, subject, however, to the provisions of Section 10.04 hereof but without any liability for interest thereon.

Section 11.11. Waiver of Personal Liability. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or interest or premium (if any) on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this Indenture.

Section 11.12. Successor Is Deemed Included in All References to Predecessor.

Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 11.13. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 11.14. Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State.

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48 IN WITNESS WHEREOF, the CORONA UTILITY AUTHORITY has caused this Indenture to be signed in its name by its Executive Director and attested to by its Secretary, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

CORONA UTILITY AUTHORITY
By:

Executive Director
Attest:

Secretary

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:

Authorized Officer

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A-1

EXHIBIT A

FORM OF BOND
No. R-___ $__________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

CORONA UTILITY AUTHORITY
2025 WASTEWATER REVENUE BONDS
(WASTEWATER PROJECTS)

INTEREST RATE MATURITY DATE

ORIGINAL

ISSUE DATE CUSIP
______ September 1, 20___ ____________, 2025
REGISTERED OWNER:

PRINCIPAL AMOUNT: ___________________________________________DOLLARS The CORONA UTILITY AUTHORITY, a joint powers authority, duly organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay to the Registered Owner specified above or registered assigns (the “Registered Owner”), on the Maturity Date specified above (subject to any right of prior redemption hereinafter provided for), the Principal Amount specified above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before February 15, 2026, in which event it shall bear interest from the Original Issue Date specified above; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, at the Interest Rate per annum specified above, payable semiannually on March 1 and September 1 in each year, commencing March 1, 2026 (collectively, the “Interest Payment Dates”), calculated on the basis of a 360-day year composed of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon presentation and surrender hereof at the corporate trust office (the “Trust Office”) of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in Los Angeles, California or such other places as designated by the Trustee. Interest hereon is payable by check of the Trustee mailed on the Interest Payment Date by first class mail to the Registered Owner hereof at the Registered Owner’s address as it appears on the registration books of the Trustee as of the close of business on the fifteenth day of the month preceding each Interest Payment Date (a “Record Date”), or, upon written request filed with the Trustee prior to such Record Date by a Registered Owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to an account in the continental United States of America designated by such Registered Owner in such written request.

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A-2
This Bond is one of a duly authorized issue of bonds of the Authority designated as the “Corona Utility Authority 2025 Wastewater Water Revenue Bonds (Wastewater Project)” (the “Bonds”), in an aggregate principal amount of ______________________ Dollars ($_______________), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions) and all issued pursuant to the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Bond Law”), and pursuant to an Indenture of Trust, dated as of _______________, 2025, by and between the Authority and the Trustee (the “Indenture”) and a resolution of the Board of Directors of the Authority adopted on __________, 2025, authorizing the issuance of the Bonds. Reference is hereby made to the Indenture (copies of which are on file at the office of the Authority) and all supplements thereto for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Net Revenues (as defined in the Indenture), and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Authority thereunder, to all of the provisions of which the Registered Owner of this Bond, by acceptance hereof, assents and agrees.

The Bonds have been issued by the Authority to finance certain improvements to the water collection and distribution facilities of the Corona Utility Authority and to refinance certain wastewater facilities of the Corona Utility Authority.

This Bond and the interest and premium, if any, hereon and all other Bonds and the interest and premium, if any, thereon (to the extent set forth in the Indenture) are special obligations of the Authority, and are payable from, and are secured by a charge and lien on the Net Revenues under the Indenture.

This Bond is not a debt of the City of Corona, the County of Riverside, the State of California, or any of its political subdivisions, in contravention of any constitutional or statutory limitations, and neither the City, said County, said State, nor any of its political subdivisions, is liable hereon nor in any event shall this Bond be payable out of any funds or properties of the Authority other than the Net Revenues.

The rights and obligations of the Authority and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or premium (if any) thereon, or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the owner of each Bond so affected.

The Bonds maturing September 1, ____ and thereafter are subject to redemption prior to their stated maturity, at the option of the Authority, as a whole or in part on any date, by such maturities as are selected by the Authority from any source of available funds on or after September 1, ____, at a redemption price equal to the principal amount of the Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption.

The Bonds maturing on September 1, ____ are subject to mandatory redemption from sinking account payments made by the Authority, in part by lot, on each September 1 on or after September 1, ____ and each September thereafter, at a redemption price equal to the principal

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A-3
amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the Indenture.

As provided in the Indenture, notice of redemption shall be mailed by the Trustee by first class mail not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective owners of any Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption or the cessation of accrual of interest thereon from and after the date fixed for redemption. Such notice of redemption may state that any such redemption is conditioned upon the receipt of funds by the Trustee.

If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

If an Event of Default, (as defined in the Indenture), shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture.

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer, a new Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange therefor. This Bond may be exchanged at the Trust Office or such other place as designated by the Trustee of the Trustee for Bonds of the same tenor, aggregate principal amount, interest rate and maturity, of other authorized denominations.

Transfer or exchange of this Bond will not be permitted during the period established by the Trustee for selection of Bonds for redemption or if this Bond has been selected for redemption.

The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Bond Law and the laws of the State of California and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Bond Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee’s Certificate of Authentication hereon endorsed shall have been signed by the Trustee.

IN WITNESS WHEREOF, the Corona Utility Authority has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Executive Director and attested to by the facsimile signature of its Secretary, all as of the Original Issue Date specified above.

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A-4

CORONA UTILITY AUTHORITY
By ______________________________________
Executive Director
Attest:
______________________________
Secretary

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A-5

CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By __________________________________
Authorized Signatory

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A-6
(FORM OF ASSIGNMENT)
For value received the undersigned do(es) hereby sell, assign and transfer unto_________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint ______________________ _________________________________________ attorney, to transfer the same on the books of the Trustee, with full power of substitution in the premises.

Dated: _______________________
Signature Guaranteed:

Note: Signature guarantee shall be made by a
guarantor institution participating in
the Securities Transfer Agents
Medallion Program or in such other
guarantee program acceptable to the
Trustee.

Note: The signature(s) on this Assignment
must correspond with the name(s) as
written on the face of the within Bond
in every particular, without alteration
or enlargement or any change
whatsoever.

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B-1

EXHIBIT B

DESCRIPTION OF THE FACILITIES
At the Closing Date, the Facilities are to consist of the following:

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TABLE OF CONTENTS
Page
-iARTICLE I
DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS
Section 1.01. Definitions........................................................................................................ 2 Section 1.02. Interpretation .................................................................................................. 15

ARTICLE II

THE BONDS
Section 2.01. Authorization of Bonds .................................................................................. 15 Section 2.02. Terms of the Bonds ........................................................................................ 16 Section 2.03. Transfer of Bonds .......................................................................................... 16 Section 2.04. Exchange of Bonds ........................................................................................ 17 Section 2.05. Registration Books ......................................................................................... 17 Section 2.06. Form and Execution of Bonds ....................................................................... 17 Section 2.07. Temporary Bonds........................................................................................... 17 Section 2.08. Bonds, Mutilated, Lost, Destroyed or Stolen ................................................. 18 Section 2.09. CUSIP Numbers............................................................................................. 18 Section 2.10. Book-Entry Bonds ......................................................................................... 18

ARTICLE III
ISSUANCE OF BONDS AND APPLICATION OF PROCEEDS; PARITY OBLIGATIONS Section 3.01. Issuance of the Bonds .................................................................................... 20 Section 3.02. Application of the Bonds ............................................................................... 20 Section 3.03. Establishment and Application of Costs of Issuance Fund ............................ 20 Section 3.04. Project Fund ................................................................................................... 21 Section 3.05. Validity of Bonds ........................................................................................... 21 Section 3.06. Senior Obligations; Parity Obligations .......................................................... 21

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01. Terms of Redemption .................................................................................... 22 Section 4.02. Selection of Bonds for Redemption ............................................................... 23 Section 4.03. Notice of Redemption .................................................................................... 23 Section 4.04. Partial Redemption of Bonds ......................................................................... 24 Section 4.05. Effect of Redemption ..................................................................................... 24

ARTICLE V
PLEDGE OF NET REVENUES; FUNDS AND ACCOUNTS; PAYMENT OF PRINCIPAL

AND INTEREST
Section 5.01. Pledge and Assignment; Bond Fund .............................................................. 24 Section 5.02. Net Revenues ................................................................................................. 25 Section 5.03. Application of Interest Account ..................................................................... 26

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TABLE OF CONTENTS
(continued)
Page
-iiSection 5.04. Application of Principal Account .................................................................. 26 Section 5.05. Application of Sinking Account .................................................................... 26 Section 5.06. Application of Redemption Fund................................................................... 26 Section 5.07. Investments .................................................................................................... 26 Section 5.08. Valuation of Investments ............................................................................... 27

ARTICLE VI

PARTICULAR COVENANTS
Section 6.01. Punctual Payment........................................................................................... 27 Section 6.02. Extension of Payment of Bonds ..................................................................... 27 Section 6.03. Against Encumbrances................................................................................... 27 Section 6.04. Power to Issue Bonds and Make Pledge and Assignment ............................. 28 Section 6.05. Accounting Records and Financial Statements.............................................. 28 Section 6.06. Rate Covenant ................................................................................................ 28 Section 6.07. Maintenance ................................................................................................... 28 Section 6.08. Operation of Wastewater Projects ................................................................. 28 Section 6.09. [Reserved] ...................................................................................................... 29 Section 6.10. Provisions Regarding Insurance .................................................................... 29 Section 6.11. Inability to Obtain Insurance ......................................................................... 30 Section 6.12. Observance of Laws and Regulations ............................................................ 30 Section 6.13. Eminent Domain or Insurance Award ........................................................... 30 Section 6.14. Disclaimer of Warranties ............................................................................... 30 Section 6.15. No Arbitrage .................................................................................................. 30 Section 6.16. Rebate Requirement ....................................................................................... 31 Section 6.17. Private Activity Bond Limitation................................................................... 31 Section 6.18. Private Loan Financing Limitation ................................................................ 31 Section 6.19. Federal Guaranty Prohibition ......................................................................... 31 Section 6.20. Maintenance of Tax-Exemption .................................................................... 31 Section 6.21. Waiver of Laws .............................................................................................. 31 Section 6.22. Protection of Security and Rights of Owners ................................................ 31 Section 6.23. Continuing Disclosure ................................................................................... 31 Section 6.24. Further Assurances......................................................................................... 31

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default ........................................................................................... 32 Section 7.02. Remedies Upon Event of Default .................................................................. 32 Section 7.03. Application of Net Revenues and Other Funds After Default ....................... 33 Section 7.04. Trustee to Represent Bond Owners ............................................................... 33 Section 7.05. Bond Owners’ Direction of Proceedings ....................................................... 34 Section 7.06. Limitation on Bond Owners’ Right to Sue .................................................... 34 Section 7.07. Absolute Obligation of Authority .................................................................. 34 Section 7.08. Termination of Proceedings ........................................................................... 35

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TABLE OF CONTENTS
(continued)
Page
-iiiSection 7.09. Remedies Not Exclusive ................................................................................ 35 Section 7.10. No Waiver of Default..................................................................................... 35

ARTICLE VIII

THE TRUSTEE
Section 8.01. Duties, Immunities and Liabilities of Trustee................................................ 35 Section 8.02. Merger or Consolidation ................................................................................ 37 Section 8.03. Liability of Trustee ........................................................................................ 37 Section 8.04. Right to Rely on Documents .......................................................................... 39 Section 8.05. Preservation and Inspection of Documents.................................................... 39 Section 8.06. Compensation and Indemnification ............................................................... 40

ARTICLE IX

MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 9.01. Amendments Permitted .................................................................................. 40 Section 9.02. Effect of Supplemental Indenture .................................................................. 41 Section 9.03. Endorsement of Bonds; Preparation of New Bonds ...................................... 41 Section 9.04. Amendment of Particular Bonds .................................................................... 42

ARTICLE X

DEFEASANCE
Section 10.01. Discharge of Indenture ................................................................................... 42 Section 10.02. Discharge of Liability on Bonds .................................................................... 43 Section 10.03. Deposit of Money or Securities with Trustee ................................................ 43 Section 10.04. Unclaimed Funds ........................................................................................... 44

ARTICLE XI

MISCELLANEOUS
Section 11.01. Liability of Authority Limited to Net Revenues ............................................ 44 Section 11.02. Limitation of Rights to Parties; Bond Owners ............................................... 45 Section 11.03. Funds and Accounts ....................................................................................... 45 Section 11.04. Waiver of Notice; Requirement of Mailed Notice ......................................... 45 Section 11.05. Destruction of Bonds ..................................................................................... 45 Section 11.06. Severability of Invalid Provisions .................................................................. 45 Section 11.07. Notices ........................................................................................................... 46 Section 11.08. Evidence of Rights of Bond Owners ............................................................. 46 Section 11.09. Disqualified Bonds......................................................................................... 47 Section 11.10. Money Held for Particular Bonds .................................................................. 47 Section 11.11. Waiver of Personal Liability .......................................................................... 47 Section 11.12. Successor Is Deemed Included in All References to Predecessor ................. 47 Section 11.13. Execution in Several Counterparts................................................................. 47

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TABLE OF CONTENTS
(continued)
Page
-ivSection 11.14. Governing Law .............................................................................................. 47 EXHIBIT “A” - FORM OF BOND ........................................................................................................ A-1 EXHIBIT “B” – DESCRIPTION OF THE FACILITIES ...................................................................... B-1

Stradling Yocca Carlson & Rauth
Draft of 9/2/25
Error! Unknown document property name. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2025 NEW ISSUE – BOOK-ENTRY ONLY RATING: S&P: “__”
See the caption “RATING”
In the opinion of Best Best & Krieger LLP, Riverside, California, Bond Counsel, subject to certain qualifications described herein, under existing statutes, regulations, rules and court decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the 2025 Bonds is exempt from California personal income taxes. See the caption “TAX MATTERS.” $__________*

CORONA UTILITY AUTHORITY
2025 WASTEWATER REVENUE BONDS
(WASTEWATER PROJECTS)
Dated: Date of Issuance Due: September 1, as set forth on the inside front cover page The 2025 Bonds are being issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. Purchasers of the 2025 Bonds will not receive securities representing their beneficial ownership in the 2025 Bonds purchased. Interest on the 2025 Bonds is payable on March 1, 2026 and each March 1 and September 1 thereafter, until their maturity. The principal of and interest on the 2025 Bonds are payable by the Trustee to Cede & Co. and such interest and principal payments are to be disbursed to the Beneficial Owners of the 2025 Bonds through their nominees.

The 2025 Bonds are subject to optional redemption and mandatory sinking fund redemption, all as more fully described in this Official Statement. See the caption “THE 2025 Bonds—Redemption.” The 2025 Bonds are being issued to provide moneys to (i) currently refund the outstanding Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects); (ii) finance the acquisition, construction and equipping of certain improvements to the City of Corona’s Wastewater Enterprise; and (iii) pay costs of issuance of the 2025 Bonds, all as more fully described in this Official Statement.

The 2025 Bonds are being issued pursuant to that certain Indenture of Trust, dated as of September 1, 2025, by and between the Utility Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2025 Bonds are a special limited obligation of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise on a parity with payments under a loan contract with the State Water Resources Control Board, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. The Wastewater Enterprise is operated by the City of Corona Utilities Department on behalf of the Utility Authority, which leases the Wastewater Enterprise from the City pursuant to the Wastewater Enterprise Lease Agreement. Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the 2025 Bonds. The obligation of the Utility Authority to make payments of principal and interest on the 2025 Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power.

The 2025 Bonds are not a debt of the City of Corona, the County of Riverside, the State of California or any of its political subdivisions in contravention of any constitutional or statutory limitations, and none of the City, said County, said State nor any of its political subdivisions is liable on the 2025 Bonds, nor in any event will the 2025 Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues.

No debt service reserve fund or account has been established in connection with the issuance of the 2025 Bonds.

The Utility Authority may incur additional obligations payable from Net Revenues on a parity with the obligation to pay principal of and interest on the 2025 Bonds in the future, subject to the terms and conditions of the Indenture, as more fully described in this Official Statement.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS ARE ADVISED TO READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
____________________________________
MATURITY SCHEDULE – See Inside Front Cover Page
____________________________________
The 2025 Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval of the valid, legal and binding nature of the 2025 Bonds by Best Best & Krieger LLP, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Utility Authority by Stradling Yocca Carlson & Rauth LLP, as Disclosure Counsel, and by the City Attorney, for the Underwriter by its counsel, Anzel Galvan LLP, and for the Trustee by its counsel. It is anticipated that the 2025 Bonds will be available for delivery through the facilities of The Depository Trust Company on or about __________, 2025. [Stifel Logo]
Dated: __________, 2025
* Preliminary, subject to change.

Error! Unknown document property name.
$__________*

CORONA UTILITY AUTHORITY
2025 WASTEWATER REVENUE BONDS
(WASTEWATER PROJECTS)

MATURITY SCHEDULE
BASE CUSIP®†_________
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price
CUSIP
Suffix®†
$
% %

$_______ _____% Term Bonds Due September 1, 20__ – Yield _____% CUSIP† ____

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Utility Authority, the City, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.

Error! Unknown document property name.

CITY OF CORONA

COUNTY OF RIVERSIDE

STATE OF CALIFORNIA
Jim Steiner, Mayor, District 4
Jacque Casillas, Vice Mayor, District 1
Tony Daddario, Council Member, District 2
Tom Richins, Council Member, District 3
Wes Speake, Council Member, District 5
STAFF
Jacob Ellis, City Manager
Chad Willardson, City Treasurer
Kim Sitton, Finance Director
Tom Moody, Utilities Director
Dean Derleth, Esq., City Attorney

SPECIAL SERVICES
Bond Counsel
Best Best & Krieger LLP
Riverside, California
Disclosure Counsel
Stradling Yocca Carlson & Rauth LLP,
Newport Beach, California
Municipal Advisor
CSG Advisors Incorporated
San Francisco, California
Trustee
The Bank of New York Mellon Trust Company, N.A.

Los Angeles, California
Verification Agent
Causey Public Finance LLC
Denver, Colorado

Error! Unknown document property name.

No dealer, broker, salesperson or other person has been authorized by the Utility Authority, the City or the Underwriter to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby and, if given or made, such other information or representations must not be relied upon as having been authorized by the Utility Authority, the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2025 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers of the 2025 Bonds.

Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.

The Underwriter has provided the following sentence for inclusion in this Official Statement:

The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

The information set forth herein has been obtained from official sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriter. The information and expression of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Utility Authority or the City since the date hereof.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2025

BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE 2025 BONDS TO CERTAIN DEALERS AND DEALER

BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC

OFFERING PRICES STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT NOT HISTORICAL FACTS BUT FORECASTS AND “FORWARD-LOOKING STATEMENTS.” NO

ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS DISCUSSED HEREIN WILL BE

ACHIEVED, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE FORECASTS DESCRIBED HEREIN. IN THIS RESPECT, THE WORDS “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY

FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. ALL PROJECTIONS, FORECASTS, ASSUMPTIONS,

EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS ARE

EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.

The 2025 Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption contained in such act. The 2025 Bonds have not been registered or qualified under the

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securities laws of any state. The Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon an exemption contained in such act.

The City maintains a website and certain social media accounts. However, the information presented there is for informational purposes only, is not part of this Official Statement and must not be relied upon in making an investment decision with respect to the 2025 Bonds.

TABLE OF CONTENTS
Page Page
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INTRODUCTION ................................................. 1 PLAN OF FINANCE ............................................. 2 The 2025 Project ................................................ 3 Estimated Sources And Uses Of Funds .............. 4
THE 2025 BONDS ................................................ 4 General Provisions ............................................. 4 Transfers and Exchanges Upon
Termination of Book-Entry Only System .......... 5
Redemption ........................................................ 5 Selection of Bonds for Redemption ................... 6 Notice of Redemption ........................................ 6 Effect of Redemption ......................................... 7 Book-Entry Only System ................................... 7 DEBT SERVICE PAYMENT SCHEDULE ...... 8
SECURITY FOR THE 2025 BONDS ................... 8
General ............................................................... 8 Net Revenues Consist of Gross Revenues
Minus Direct Costs and Allocated Costs .......... 10
Rate Covenant .................................................. 11 No Reserve Fund .............................................. 11 Additional Indebtedness ................................... 11 THE UTILITY AUTHORITY ............................. 12
THE CITY ........................................................... 12 General ............................................................. 12 Land Use and Service Area .............................. 13 Governance and Management .......................... 13 Employees ........................................................ 16 Budget Process ................................................. 16 Wastewater Enterprise Insurance ..................... 17 Other Obligations ............................................. 17 Financial Statements ......................................... 18 THE WASTEWATER ENTERPRISE ................ 18
General ............................................................. 18 City Treatment and Transmission Facilities ..... 19
Western Riverside County Regional
Wastewater Authority Treatment Plant ............ 21
Regulatory Matters ........................................... 21 Historic and Projected Wastewater
Enterprise Connections ..................................... 22 Historic and Projected Wastewater
Enterprise Daily Average Flow ........................ 23 Historic and Projected Wastewater
Enterprise Service Charge Revenues ................ 24
Largest Wastewater Enterprise Customers ....... 25
Wastewater Enterprise Rates and Charges ....... 25
Wastewater Enterprise Collection
Procedures ........................................................ 28 The 2025 Project and Future Wastewater
Enterprise Improvements.................................. 28

WASTEWATER ENTERPRISE FINANCIAL
INFORMATION ................................................. 29 Available Cash ................................................. 29 Historical Operating Results and Debt
Service Coverage ............................................. 30 Projected Wastewater Enterprise Operating
Results and Debt Service Coverage ................. 31
Employee Benefits ........................................... 32

CONSTITUTIONAL LIMITATIONS ON
APPROPRIATIONS AND CHARGES .............. 40
Article XIIIB .................................................... 40 Proposition 218 ................................................ 41 Proposition 26 .................................................. 42 Future Initiatives .............................................. 43 CERTAIN RISKS TO BONDHOLDERS .......... 43
Limited Obligations ......................................... 43 Accuracy of Assumptions ................................ 43 System Demand ............................................... 43 System Expenses .............................................. 44 Limited Recourse on Default ........................... 44 Rate-Setting Process Under Proposition
218 ................................................................... 44 Statutory and Regulatory Compliance ............. 44
Natural Disasters .............................................. 44 Cybersecurity ................................................... 46 Limitations on Remedies ................................. 46 Secondary Market ............................................ 47 Parity Obligations ............................................ 47 Climate Change ................................................ 47 Rate Covenant Not a Guarantee ....................... 48 Loss of Tax Exemption .................................... 48 APPROVAL OF LEGAL PROCEEDINGS ....... 48
LITIGATION ...................................................... 48 TAX MATTERS ................................................. 49 RATING .............................................................. 50 MUNICIPAL ADVISOR .................................... 51 UNDERWRITING .............................................. 51 CONTINUING DISCLOSURE .......................... 52
FINANCIAL INTERESTS ................................. 52 MISCELLANEOUS ............................................ 52 APPENDIX A - FINANCIAL STATEMENTS A-1

APPENDIX B - SUMMARY OF CERTAIN

PROVISIONS OF THE
INDENTURE ......................... B-1

APPENDIX C - FORM OF OPINION OF
BOND COUNSEL ................. C-1

APPENDIX D - INFORMATION
CONCERNING DTC ............ D-1

APPENDIX E - FORM OF CONTINUING

DISCLOSURE
CERTIFICATE ...................... E-1

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[REGIONAL MAP]

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SUMMARY STATEMENT
This Summary Statement is subject in all respects to the more complete information contained in this Official Statement, and the offering of the 2025 Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms that are used and not otherwise defined in this Summary Statement have the meanings ascribed to them in this Official Statement.

Purpose. The 2025 Bonds are being issued to provide moneys to: (i) currently refund the outstanding Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects); (ii) finance the acquisition, construction and equipping of certain improvements to the City of Corona’s Wastewater Enterprise; and (iii) pay costs of issuance of the 2025 Bonds, all as more fully described herein. See the caption “PLAN OF FINANCE.”
Security for the 2025 Bonds. The 2025 Bonds are special limited obligations of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise on a parity with payments under a loan contract with the State Water Resources Control Board, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the 2025 Bonds. The obligation of the Utility Authority to make payments of principal and interest on the 2025 Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power.

The 2025 Bonds are not a debt of the City of Corona, the County of Riverside, the State of California or any of its political subdivisions in contravention of any constitutional or statutory limitations, and none of the City, said County, said State nor any of its political subdivisions is liable on the 2025 Bonds, nor in any event will the 2025 Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues.

See the caption “SECURITY FOR THE 2025 BONDS.”
Rate Covenant. The Utility Authority will fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues at least equal to 125% of Debt Service (including the payments of principal of and interest on the 2025 Bonds) becoming due and payable during such Fiscal Year.

See the caption “SECURITY FOR THE 2025 BONDS—Rate Covenant.” Outstanding Parity Obligations. The obligation of the Utility Authority to pay the 2025 Bonds from Net Revenues is on a parity with the obligation of the Utility Authority to make payments on a loan contract with the State Water Resources Control Board maturing in 2046 which was outstanding in the principal amount of $9,217,896 as of June 30, 2024.

Additional Indebtedness. The Indenture does not permit the Utility Authority to issue or incur any bond, note, warrant evidence of indebtedness, contract, instrument or other agreement payable from Net Revenues the payment of which is prior to and senior to the payment of principal of and interest on the 2025 Bonds. The Indenture permits the Utility Authority to incur Parity Obligations payable on a parity with the payments of principal of and interest on the 2025 Bonds provided that certain conditions are satisfied as described in the Indenture. See the caption “SECURITY FOR THE 2025 BONDS—Additional Indebtedness.”
No Reserve Fund. No debt service reserve fund or account has been established in connection with the issuance of the 2025 Bonds.

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Redemption. The 2025 Bonds are subject to optional redemption and mandatory sinking fund redemption, all as more fully described under the caption “THE 2025 BONDS—Redemption.” The Wastewater Enterprise. The Wastewater Enterprise includes approximately 44 miles of wastewater mains, 15 lift stations, 22.5 miles of force mains and 442.5 miles of gravity-fed pipelines ranging in size from 6 inches to 42 inches in diameter, the majority of which were constructed in the 1980s and 1990s.

The Wastewater Enterprise has a total treatment capacity of approximately 18.12 million gallons per day (“mgd”) and treats an average of approximately 11.9 mgd of wastewater at four facilities: (i) Water Reclamation Facility #1 (“WRF 1”); (ii) Water Reclamation Facility #2 (“WRF 2”); (iii) Water Reclamation Facility #3 (“WRF 3”); and (iv) the Western Riverside County Regional Wastewater Authority regional treatment plant (the “WRCRWA Treatment Plant”).

WRF 1, WRF 2 and WRF 3 are operated by the City and wastewater flow from WRF 1, WRF 2 and WRF 3 is fully interconnected and the sludge from each facility is currently treated at WRF 1 alone. The WRCRWA Treatment Plant is operated by the Western Riverside County Regional Wastewater Authority (“WRCRWA”). The WRCRWA Treatment Plant is self-contained and processes its own sludge and WRCRWA has its own conveyance system. The Wastewater Enterprise owns 2.62 mgd capacity in the WRCRWA conveyance system. See the captions “THE WASTEWATER mgd—City Treatment and Transmission Facilities” and “—Western Riverside County Regional Wastewater Authority Treatment Plant.” In Fiscal Year 2024, the average daily flow of the Wastewater Enterprise was approximately 12.81 mgd from 39,060 residential connections and 2,250 commercial connections.

The Wastewater Enterprise is operated by the City’s Utilities Department on behalf of the Utility Authority, which leases the Wastewater Enterprise from the City pursuant to the Wastewater Enterprise Lease Agreement. See the caption “SECURITY FOR THE 2025 BONDS—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.”

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$_________*

CORONA UTILITY AUTHORITY
2025 WASTEWATER REVENUE BONDS
(WASTEWATER PROJECTS)

INTRODUCTION
This Official Statement, including the front cover page, the inside front cover page and all appendices, provides certain information concerning the sale and delivery of the Corona Utility Authority 2025 Wastewater Revenue Bonds (Wastewater Projects) (the “Bonds”).

The 2025 Bonds are being issued pursuant to Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California and that certain Indenture of Trust, dated as of September 1, 2025 (the “Indenture”), by and between the Corona Utility Authority (the “Utility Authority”) and The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as trustee (the “Trustee”).

The 2025 Bonds are being issued to provide funds to (i) currently refund the outstanding Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects), as described under the caption “— Refunding Plan;” (ii) finance the acquisition, construction and equipping of certain improvements (the “2025 Project”) to the City of Corona’s wastewater system (the “Wastewater Enterprise”); and (iii) pay costs of issuance of the 2025 Bonds. See the caption “PLAN OF FINANCE.” The 2025 Bonds are limited obligations of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise, consisting of all of the Gross Revenues of the Wastewater Enterprise minus the amount required to pay all Direct Costs and Allocated Costs of the Wastewater Enterprise, and from certain other funds and accounts held by the Trustee pursuant to the Indenture, as such terms are defined herein. The Wastewater Enterprise is operated by the City of Corona (the “City”) Utilities Department on behalf of the Utility Authority, which leases the Wastewater Enterprise from the City pursuant to the Wastewater Enterprise Lease Agreement described under the caption “SECURITY FOR THE 2025 BONDS—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.” The obligation of the Utility Authority to pay principal of and interest on the 2025 Bonds is payable from Net Revenues on a parity with payments under State Revolving Fund Loan Contract No. C-06-7894-110, dated September 24, 2014 (the “SRF Loan”), with the State Water Resources Control Board (the “SWRCB”).

Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the 2025 Bonds. The obligation of the Utility Authority to make payments of principal and interest on the 2025 Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power. See the caption “SECURITY FOR THE 2025 BONDS.”
The 2025 Bonds are not a debt of the City, the County of Riverside (the “County”), the State of California (the “State”) or any of its political subdivisions in contravention of any constitutional or statutory limitations, and none of the City, the County, the State nor any of its political subdivisions is liable on the 2025 Bonds, nor in any event will the 2025 Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues.

No debt service reserve fund or account has been established in connection with the issuance of the 2025 Bonds.
* Preliminary, subject to change.

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The Indenture permits the Utility Authority to incur Parity Obligations payable on a parity with the payments of principal of and interest on the 2025 Bonds provided that certain conditions are satisfied as described in the Indenture. See the caption “SECURITY FOR THE 2025 BONDS—Additional Indebtedness.”
The 2025 Bonds are subject to optional redemption and mandatory sinking fund redemption, all as more fully described under the caption “THE 2025 BONDS—Redemption.” The summaries and references to the Indenture and all documents, statutes, reports and other instruments that are referred to herein do not purport to be complete, comprehensive or definitive, and each such summary or reference is qualified in its entirety by reference to the full Indenture or the respective document, statute, report or instrument, copies of which are available for inspection at the offices of the City in Corona, California or from the Trustee upon request and payment of duplication cost. The capitalization of any word that is not conventionally capitalized or otherwise defined herein indicates that such word is defined in the Indenture and, as used herein, has the meaning that is given to it in the Indenture. See Appendix B for a summary of the Indenture. Unless otherwise indicated, all financial and statistical information herein has been provided by the City.

The City regularly prepares a variety of reports, including audits, budgets and related documents. Any registered owner of the 2025 Bonds may obtain a copy of such reports, as available, from the Trustee or the City. Additional information regarding the Official Statement may be obtained by contacting the Trustee or the City, 400 S. Vicentia Avenue Corona, California 92882, Attention: Finance Department.

Pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), the Utility Authority has undertaken to provide annual reports and notice of certain enumerated events to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”) pursuant to a continuing disclosure certificate. See the caption “CONTINUING DISCLOSURE” and Appendix E.

PLAN OF FINANCE
Refunding Plan
The 2013 Bonds, which are currently outstanding in the aggregate principal amount of $5,375,000, were executed and delivered pursuant to that certain Indenture of Trust, dated as of June 1, 2013 (the “2013 Trust Agreement”), by and among the City, the Utility Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2013 Trustee”). The Utility Authority plans to apply a portion of the proceeds of the 2025 Bonds refund all of the outstanding 2013 Bonds. See the caption “SECURITY FOR THE 2025 BONDS.”
Under that certain Escrow Deposit and Trust Agreement, dated as of September 1, 2025 (the “2013 Escrow Agreement”), by and among the City, the Utility Authority and the 2013 Trustee, the Utility Authority will deliver a portion of the proceeds of the 2025 Bonds to the 2013 Trustee for deposit in the escrow fund established under the 2013 Escrow Agreement (the “2013 Escrow Fund”). Additionally, the City will transfer certain amounts from funds and accounts relating to the 2013 Bonds to the 2013 Trustee for deposit in the 2013 Escrow Fund. The 2013 Trustee will invest a portion of the amounts deposited in the 2013 Escrow Fund in Federal Securities as set forth in the 2013 Escrow Agreement. From the maturing principal of the Federal Securities and related investment income and other moneys on deposit in the 2013 Escrow Fund, the 2013 Trustee will pay on _________, 2025 the principal with respect to the 2013 Bonds maturing after _________, 2025, plus related interest accrued to such date, without premium.

Sufficiency of the deposits in the 2013 Escrow Fund for such purposes will be verified by Causey Public Finance, LLC, Denver, Colorado (the “Verification Agent”). Assuming the accuracy of such computations, as a result of the deposit and application of funds as provided in the 2013 Escrow Agreement,

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the 2013 Bonds will be defeased pursuant to the provisions of the 2013 Trust Agreement. See the caption “— Verification.”
The amounts held and invested by the 2013 Trustee in the 2013 Escrow Fund are pledged solely to the payment of the 2013 Bonds. Neither the funds deposited in the 2013 Escrow Fund nor the interest on the invested funds will be available for the payments of principal of and interest on the 2025 Bonds.

Upon the issuance of the 2025 Bonds, the Verification Agent, an independent firm of certified public accountants, will deliver to the Utility Authority its report indicating that it has examined, in accordance with standards established by the American Institute of Certified Public Accountants, the information and assertions provided by the City, the Utility Authority and their representatives. Included in the scope of the Verification Agent’s examination will be: (i) a verification of the mathematical accuracy of the computations of the adequacy of the cash deposited with the 2013 Trustee and the maturing principal of and interest on the Federal Securities to pay the interest, principal and prepayment price with respect to the 2013 Bonds, on and prior to their prepayment date and (ii) the computations of yield of the 2025 Bonds and the Federal Securities which support Bond Counsel’s opinion that the interest on the 2025 Bonds is excluded from gross income for federal income tax purposes.

The 2025 Project
A portion of the proceeds of the 2025 Bonds are expected to be used by the City, as agent of the Utility Authority pursuant to that certain Agency Agreement, dated as of September 1, 2025 (the “Agency Agreement”), by and between the City and the Utility Authority, to finance a portion of the costs of the following capital improvements (collectively, the “2025 Project”): (i) the construction of the Sierra Del Oro lift station and pipelines; (ii) improvements to the Water Reclamation Facility #1 digester and electrical equipment; (iii) improvements to the Water Reclamation Facility #1A primary and blower room motor control centers replacement; (iv) the Water Reclamation Facility #2 generator replacement; (v) the construction of the Water Reclamation Facility #2 primary clarifiers rehabilitation; (vi) improvements to the Plant 1A secondary clarifier concrete decks; and (vii) the installation of the Water Reclamation Facility #1 compliance flow meter.

The capital improvements described above are expected to cost a total of approximately $29,000,000. The City expects to apply Wastewater Enterprise reserves to pay the portion of such costs that are not financed from proceeds of the 2025 Bonds.

The City currently expects to receive all necessary environmental and other approvals in connection with the 2025 Project in a timely manner prior to beginning construction and to complete the construction of all components of the 2025 Project in 2028.

Pursuant to the terms of the Agency Agreement, the City, as agent of the Utility Authority, has the right to make any changes to the description of the 2025 Project or of any project component, whenever the City deems such changes to be necessary and appropriate; provided, however, that any such change may not alter (except as otherwise provided in the Indenture) the essential nature of the 2025 Project, and that an increase in construction costs will not result from such change, unless the City confirms that funds with the Utility Authority are sufficient to pay such increase.

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Estimated Sources And Uses Of Funds
The following table sets forth the estimated sources and uses of funds relating to the 2025 Bonds and other moneys:

Sources(1):

Principal Amount $
Plus/Less Net Original Issue Premium/Discount
Other Moneys
Total Sources: $
Uses(1):
2013 Escrow Fund $
Project Fund
Costs of Issuance(2)
Total Uses: $

(1) Amounts rounded to the nearest dollar.
(2) Includes Underwriter’s discount and certain legal, municipal advisory, rating agency, printing and other financing-related costs.

Source: Underwriter.

THE 2025 BONDS
General Provisions
The 2025 Bonds will be dated as of their date of initial issuance, will bear interest from such date at the rates per annum set forth on the inside front cover page hereof, payable on March 1, 2026 and each March 1 and September 1 thereafter (each, an “Interest Payment Date”), and will mature on the dates set forth on the inside front cover page hereof. Interest on the 2025 Bonds will be computed on the basis of a 360 day year composed of twelve 30-day months.

The 2025 Bonds will be issued only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the 2025 Bonds. Ownership interests in the 2025 Bonds may be purchased in book-entry form, in any integral multiple of $5,000. See the caption “—Book-Entry Only System” below and Appendix D.

Interest on the 2025 Bonds will be payable semi-annually calculated based on a 360-day year of twelve thirty-day months on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the 15th calendar day of the month preceding such Interest Payment Date (each, a “Record Date”), such interest to be paid by check of the Trustee mailed by first class mail to the Owner on the Interest Payment Date at the address of such Owner as its appears on the Registration Books; provided however, that payment of interest may be by wire transfer in immediately available funds to an account in the continental United States of America to any Owner of 2025 Bonds in the aggregate principal amount of $1,000,000 or more who shall furnish written wire instructions to the Trustee prior to the applicable Record Date. Principal of any 2025 Bond and any premium upon redemption will be paid by check of the Trustee upon presentation and surrender thereof at the Trust Office. Principal of and interest and premium (if any) on the 2025 Bonds will be payable in lawful money of the United States of America.

Each 2025 Bond will be dated as of the Closing Date and will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless: (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (b) unless it is authenticated on or before February 15, 2026, in which event it will bear interest from its Date of Delivery; provided, however, that if, as of the date of authentication of any 2025 Bond, interest

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thereon is in default, such 2025 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Transfers and Exchanges Upon Termination of Book-Entry Only System In the event that the book-entry system that is described herein is discontinued, the 2025 Bonds will be printed and delivered as provided in the Indenture. Thereafter, any 2025 Bond may, in accordance with its terms, be transferred on the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2025 Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Transfer of any 2025 Bond will not be permitted during the period established by the Trustee for selection of 2025 Bonds for redemption or if such 2025 Bond has been selected for redemption as described below under the heading “Redemption.” Whenever any 2025 Bond or Bonds is surrendered for transfer, the Utility Authority will execute and the Trustee will authenticate and deliver a new 2025 Bond or Bonds for a like aggregate principal amount and of like maturity. The Trustee may require the 2025 Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The cost of printing 2025 Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer will be paid by the Utility Authority. The cost of printing 2025 Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange will be paid by the Utility Authority.

Any 2025 Bond may be exchanged at the Trust Office for a like aggregate principal amount of 2025 Bonds of other authorized denominations and of like maturity. Exchange of any 2025 Bond will not be permitted during the period established by the Trustee for selection of 2025 Bonds for redemption or if such 2025 Bond has been selected for redemption as described below under the heading “Redemption.” The Trustee will require the 2025 Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange.

Redemption*
Optional Redemption. The 2025 Bonds maturing on or before September 1, 20__ are not subject to optional redemption prior to maturity. The 2025 Bonds maturing on September 1, 20__ and thereafter are subject to redemption prior to their stated maturity at the option of the Utility Authority, as a whole or in part on any date, by such maturities as are selected by the Utility Authority from any available source of funds on or after September 1, 20__ at a redemption price equal to the principal amount of the 2025 Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption.

Mandatory Sinking Fund Redemption. The Term Bonds are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on September 1, 20__ with respect to Term Bonds maturing September 1, 20__, and on September 1 each year thereafter, at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2025 Bonds have been redeemed pursuant to the optional redemption provisions of the Indenture, the total amount of Sinking Account payments to be made subsequent to such redemption will be reduced in an amount equal to the principal amount of the 2025 Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as will be designated pursuant to written notice filed by the Utility Authority with the Trustee:
* Preliminary, subject to change.

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Redemption Date
(September 1)
Principal
Amount

* Final Maturity.

In lieu of such redemption, the Trustee may apply amounts in the Sinking Account to the purchase of Term Bonds at public or private sale for cancellation, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as may be directed by the Utility Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Term Bonds, as set forth in a Written Request of the Utility Authority and subsequently cancelled or surrendered to the Trustee for cancellation. The par amount of any Term Bonds so purchased by the Utility Authority in any twelve-month period immediately preceding any August 15 in the table above will be credited towards and will reduce the principal amount of Term Bonds required to be redeemed on the succeeding September 1.

Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Utility Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Utility Authority, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the 2025 Bonds surrendered.

Selection of Bonds for Redemption
Whenever provision is made in the Indenture for the redemption of less than all of the 2025 Bonds, (other than mandatory sinking fund redemption of Term Bonds) the Trustee will select the 2025 Bonds to be redeemed from all Bonds or such given portion of the 2025 Bonds not previously called for redemption, among maturities as directed by the Utility Authority and within each maturity in a manner selected by the Trustee; provided, however, that if less than all of the 2025 Bonds are called for redemption at any one time, upon the written direction of the Utility Authority, the Utility Authority will specify a reduction in any pending Sinking Account payments required to be made under the Indenture which, to the extent practicable, results in substantially level Debt Service on the 2025 Bonds. For purposes of such selection, the Trustee will treat each Bond as consisting of separate $5,000 portions and each such portion will be subject to redemption as if such portion were a separate Bond.

Notice of Redemption
Notice of redemption will be mailed by first class mail, postage prepaid, not less than 30 nor more than 60 days before any redemption date, to respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books, and to the Securities Depositories and to the Information Services. Each notice of redemption must state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the 2025 Bonds (or all Bonds of a single maturity) are to be redeemed, the CUSIP numbers and (if less than all Bonds are redeemed) Bond numbers of the 2025 Bonds to be redeemed, the maturity or maturities of the 2025 Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice will also state that on the redemption date there will become due and payable on each of said Bonds the redemption price, and that from and after such redemption date interest thereon will cease to accrue, and will require that such Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein will affect the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Bonds will be given by the Trustee, at the expense of the Utility Authority, for and on behalf of the Utility Authority.

With respect to any notice of optional redemption of the 2025 Bonds, such notice will state that such redemption will be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption

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of moneys sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed and that, if such moneys have not been so received, said notice will be of no force and effect and the Trustee will not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption will not be made, and the Trustee will within a reasonable time thereafter give notice in the manner in which the notice of redemption was given, that such moneys were not so received.

Effect of Redemption
Notice of redemption having been duly given as set forth under the caption “—Notice of Redemption,” the 2025 Bonds (or related portions) so called for redemption will become due and payable, interest on the 2025 Bonds so called for redemption will cease to accrue, said Bonds (or related portions) will cease to be entitled to any benefit or security under the Indenture, and the Owners of said Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. All Bonds redeemed pursuant to the provisions of the Indenture will be canceled by the Trustee upon surrender thereof and destroyed.

Book-Entry Only System
One fully-registered 2025 Bond of each maturity will be issued in the principal amount of the 2025 Bonds of such maturity. Such 2025 Bond will be registered in the name of Cede & Co. and will be deposited with DTC. As long as the ownership of the 2025 Bonds is registered in the name of Cede & Co., the term “Owner” as used in this Official Statement will refer to Cede & Co. and not to the actual purchasers of the 2025 Bonds (the “Beneficial Owners”).

The Utility Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, the 2025 Bonds will be printed and delivered and will be governed by the provisions of the Indenture with respect to payment of principal and interest and rights of exchange and transfer. See the caption “—Transfers and Exchanges Upon Termination of Book-Entry Only System.”
The Utility Authority cannot and does not give any assurances that DTC Participants or others will distribute payments of principal of and interest on the 2025 Bonds received by DTC or its Nominee as the registered Owner, or any redemption or other notices, to the Beneficial Owners (as such term is defined in Appendix D), or that they will do so on a timely basis, or that DTC will serve and act in the manner described in this Official Statement. See Appendix D for additional information concerning DTC.

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DEBT SERVICE PAYMENT SCHEDULE
Set forth below is an annualized schedule of principal of and interest on the 2025 Bonds for the period ending June 30 in each of the years indicated.

Period Ending
June 30
Parity Obligation
Debt Service
2025 Bonds
Principal
2025 Bonds
Interest
2025 Bonds
Total Debt
Service
Total Debt
Service
TOTAL
SECURITY FOR THE 2025 BONDS
General
The 2025 Bonds are special limited obligations of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise on a parity with payments under the 2014 SRF Loan, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the 2025 Bonds. The obligation of the Utility Authority to make payments of principal of and interest on the 2025 Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power.

The 2025 Bonds are not a debt of the City, the County, the State or any of its political subdivisions in contravention of any constitutional or statutory limitations, and none of the City, the County, the State nor any of its political subdivisions is liable on the 2025 Bonds, nor in any event will the 2025 Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues.

Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, all of the Net Revenues and any other amounts (including proceeds of the sale of the 2025 Bonds) held in any fund or account established pursuant to the Indenture (other than a Rebate Account) have been pledged to secure the payment of the principal of and interest on the 2025 Bonds in accordance with their terms and the provisions of the Indenture. Such pledge, charge and assignment constitutes a first lien on and security interest in the Net Revenues and such other amounts held in any fund or account established pursuant to the Indenture (except a Rebate Account) and will attach, be perfected and be valid and binding from and after the date of issuance of the 2025 Bonds, without any physical delivery thereof or further act.

In order to secure the payment of principal of and interest on the 2025 Bonds, the Utility Authority will cause the City to deposit all of the Gross Revenues immediately upon receipt in the Wastewater Enterprise Fund. The Wastewater Enterprise Fund will be held by the City on behalf of the Utility Authority. On or after the first day of each month, amounts deposited in the Wastewater Enterprise Fund will be disbursed in the following order of priority: (i) payment of Direct Costs and Allocated Costs for the preceding month; and (ii)

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payment of debt service coming due on any bonds, notes or obligations of the Utility Authority relating to the Wastewater Enterprise, including the 2025 Bonds and the 2014 SRF Loan. See the caption “—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.” Amounts remaining in the Wastewater Enterprise Fund immediately after making the transfers required to be made pursuant to the Indenture will be used by the Utility Authority for any lawful purpose of the Utility Authority, including making lease payments under the Wastewater Enterprise Lease Agreement (as such term is defined under the caption “—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs”).

The Utility Authority has transferred in trust, granted a security interest in and assigned to the Trustee, for the benefit of the Owners from time to time of the 2025 Bonds, all of the Net Revenues and all of the rights of the Utility Authority under the Indenture (but none of its duties or obligations thereunder). The Trustee is entitled to and will, subject to the provisions of the Indenture, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, all of the rights of the Trustee under the Indenture.

All Net Revenues disbursed from the Wastewater Enterprise Fund with respect to the 2025 Bonds as described above will be promptly deposited by the Trustee upon receipt in a special fund designated as the “Bond Fund” which the Trustee will establish, maintain and hold in trust; except that all moneys received by the Trustee and required under the Indenture to be deposited in the Redemption Fund will be promptly deposited in such fund. All Net Revenues deposited with the Trustee will be held, disbursed, allocated and applied by the Trustee only as provided in the Indenture.

Not later than the first Business Day preceding each date on which principal of or interest on the 2025 Bonds becomes due and payable, the Trustee will transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee will establish and maintain within the Bond Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) The Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such date on all 2025 Bonds then Outstanding. (b) The Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the 2025 Bonds coming due and payable on such date.

All amounts in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the 2025 Bonds as it becomes due and payable (including accrued interest on any 2025 Bonds purchased or redeemed prior to maturity pursuant to the Indenture). All amounts in the Principal Account will be used and withdrawn by the Trustee solely to pay the principal amount of the 2025 Bonds at their respective maturity dates.

Nothing contained in the Indenture or in the 2025 Bonds affects or impairs the obligation of the Utility Authority, which is absolute and unconditional, to pay or cause to be paid the principal of and interest and premium (if any) on the 2025 Bonds to the respective Owners of the 2025 Bonds at their respective dates of maturity, or upon call for redemption, if any, as provided in the Indenture, but only out of the Net Revenues and other assets pledged therefor in the Indenture, or affects or impairs the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the 2025 Bonds.

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Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs In 2002, the City and the former Redevelopment Agency of the City of Corona formed the Utility Authority, which leased the Wastewater Enterprise from the City pursuant to that certain Wastewater Enterprise Lease Agreement, dated as of February 6, 2002 (the “Wastewater Enterprise Lease Agreement”).

The Utility Authority also leased the City’s water system from the City pursuant to that certain Water Enterprise Lease Agreement, dated as of February 6, 2002 (the “Water Enterprise Lease Agreement”). The City, through the Utilities Department, continues to operate the Wastewater Enterprise and the water system pursuant to two Management Agreements, each dated as of February 6, 2002, by and between the City and the Utility Authority.

Pursuant to the Wastewater Enterprise Lease Agreement, the Utility Authority makes annual lease payments to the City in an amount determined by agreement between the City and the Utility Authority. Such lease payments are payable on a subordinate basis to the payments of principal of and interest on the 2025 Bonds from surplus revenues of the Wastewater Enterprise remaining after paying Direct Costs and Allocated Costs, the 2025 Bonds, the 2014 SRF Loan and future Parity Obligations. Pursuant to the Water Enterprise Lease Agreement, the Utility Authority makes annual lease payments to the City in an amount determined by agreement between the City and the Utility Authority.

The obligation of the Utility Authority to pay the principal of and interest on the 2025 Bonds is payable from Net Revenues of the Wastewater Enterprise on a parity with the 2014 SRF Loan and any future Parity Obligations.
“Net Revenues” means, for any Fiscal Year of the Utility Authority ending June 30 (each, a “Fiscal Year”), an amount equal to all of the Gross Revenues received with respect to such Fiscal Year, minus the amount required to pay all Direct Costs and Allocated Costs becoming payable with respect to such Fiscal Year.
“Gross Revenues” means, for any Fiscal Year, the sum of all gross charges received for, and all other gross income and receipts derived by the Utility Authority from the lease and operation of the Wastewater Enterprise or otherwise arising from the Wastewater Enterprise, including but not limited to investment earnings thereon, including Wastewater Capital Impact Fees (as such term is defined in Appendix B), including any fees levied with respect to reclaimed water, to the extent that such fees are allocable to the Wastewater Projects (as such term is defined in Appendix B), and any operational participation revenues received. Gross Revenues do not include reimbursements from the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program.
“Direct Costs” means the reasonable and necessary costs, expenses and purchases paid for maintaining and operating the Wastewater Enterprise, including but not limited to: (a) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Wastewater Enterprise in good repair and working order and (b) the reasonable administrative costs of the Utility Authority attributable to the operation and maintenance of the Wastewater Enterprise, but in all cases excluding: (i) debt service payable on obligations incurred by the Utility Authority with respect to the Wastewater Enterprise; (ii) depreciation, replacement and obsolescence charges or reserves therefor; and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. Direct Costs include the Wastewater Enterprise’s share of WRCRWA’s operating budget, but not its share of the cost of expansion of the WRCRWA Treatment Plant (including its share of debt service on the WRCRWA state loan), all as described under the caption “THE WASTEWATER ENTERPRISE—Western Riverside County Regional Wastewater Authority Treatment Plant.”

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“Allocated Costs” means an amount payable by the Utility Authority to the City based on an allocation of City overhead to the Wastewater Enterprise.

In order to secure the payment of the principal of and interest on the 2025 Bonds, all of the Net Revenues will be pledged as described under the caption “—General.” Rate Covenant
The Indenture requires the Utility Authority to fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which (together with other funds accumulated from Gross Revenues and which are lawfully available to the Utility Authority for payment of any of the following amounts during such Fiscal Year) are at least sufficient, after making allowances for contingencies and errors in estimates, to pay the following amounts in the following order:
(i) all Direct Costs and Allocated Costs of the Wastewater Enterprise estimated by the Utility Authority to become due and payable in such Fiscal Year; (ii) all Debt Service coming due and payable in such Fiscal Year; and (iii) all payments required to meet any other obligations of Utility Authority which are charges, liens or encumbrances upon, or payable from, the Net Revenues.

The Utility Authority will fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues, at least equal to 125% of the amounts payable under clause (ii) above in such Fiscal Year.

No Reserve Fund
The Indenture does not establish a reserve fund or account for the 2025 Bonds. As discussed under the caption “—Additional Indebtedness—Parity Obligations,” any debt service reserve fund established in connection with Parity Obligations will not be available to support payment of the 2025 Bonds.

Additional Indebtedness
No Senior Obligations. After the issuance of the 2025 Bonds, as long as any 2025 Bonds are outstanding and payable, the Utility Authority will not issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement payable from Net Revenues the payment of which is prior and senior to the payment of the 2025 Bonds.

Parity Obligations. The Utility Authority may issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement secured by a pledge of and lien on Net Revenues equally and ratably with the 2025 Bonds (referred to as “Parity Obligations”) subject to the following provisions:
(a) The Utility Authority is not in default under the terms of the Indenture; (b) (i) Net Revenues, as certified by the Utility Authority, for the most recent audited Fiscal Year preceding the date of execution of the Parity Obligations; plus (ii) projected Net Revenues (as described below) are at least equal to 125% of Aggregate Maximum Annual Debt Service (as such term is defined in Appendix B).

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The projections described in clause (b)(ii) above may take into account the following: (1) increases in the charges made for service from the Wastewater Enterprise which have been adopted by the Utility Authority prior to the date of issuance or incurrence of such Parity Obligations, but which were not in effect for all or part of such preceding Fiscal Year, and which are scheduled to be effective in the period of Debt Service shown for such Parity Obligations; and (2) an allowance for estimated additional average annual Net Revenues from any additions or connections to or improvements or extensions of the Wastewater Enterprise which have occurred from the end of the Fiscal Year preceding the date of execution of the Parity Obligations. (c) Notwithstanding the requirements described above, Parity Obligations may be issued or incurred to refund outstanding Parity Obligations if, after giving effect to the application of the proceeds thereof, total Debt Service will not be increased in any Fiscal Year in which Parity Obligations (outstanding on the date of issuance or incurrence of such refunding Parity Obligations, but excluding such refunding Parity Obligations) not being refunded are outstanding.
(d) The Utility Authority may, but is not required to, fund a reserve fund or obtain a reserve fund surety or instrument with respect to any Parity Obligations. If a reserve fund is funded for any Parity Obligations or a qualified reserve fund surety or instrument is obtained with respect to any Parity Obligations, such funded reserve fund or qualified reserve fund surety or instrument will secure only the related Parity Obligations and will not support the 2025 Bonds or any other Parity Obligations.

Subordinate Obligations. The Utility Authority has covenanted that the Utility Authority will not issue or incur any obligations that are payable from Net Revenues on a subordinate basis to the payments of principal of and interest on the 2025 Bonds (“Subordinate Obligations”) unless Net Revenues or projected Net Revenues, calculated in the same manner as described in clause (b) above under the subcaption “—Parity Obligations,” are equal to at least 100% of the sum of Debt Service on all Parity Obligations and Subordinate Obligations outstanding immediately subsequent to the incurring of such additional obligations.

THE UTILITY AUTHORITY
The Utility Authority is a joint powers authority of the State organized and existing under and by virtue of Article 1, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the California Government Code, as amended (the “JPA Law”). The Utility Authority was established pursuant to that certain Joint Exercise of Powers Agreement, dated February 6, 2002, as amended by that certain Amended and Restated Joint Exercise of Powers Agreement, dated February 6, 2013, by and among the City, the Successor Agency to the Redevelopment Agency of the City of Corona (the “Successor Agency”) and the Housing Authority of the City of Corona. The Utility Authority is governed by a five-member Board comprised of the same individuals who comprise the City Council of the City. The Utility Authority was created for the purpose of leasing, owning, operating, managing and maintaining the Wastewater Enterprise and the City’s water system and providing financing for public capital improvements for the City and the Successor Agency.

Under the JPA Law, the Utility Authority is authorized to issue bonds to pay the costs of any public capital improvements.

THE CITY
General
The City is located in northwestern Riverside County, approximately 45 miles southeast of downtown Los Angeles, near the County’s border with the Counties of Orange and Los Angeles. The City was incorporated in 1896 and is a general law city operating under a council/manager form of government. The City had a population of approximately 159,157 as of January 2025 and covers approximately 39 square miles.

Land use in the City is primarily residential, with areas of commercial and industrial development. See the caption “—Land Use and Service Area.”

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The City provides police protection, fire protection, animal control, building safety regulation and inspection, street lighting, beautification, water and wastewater service, land use planning, zoning, housing and community services, maintenance and improvement of streets and related structures, traffic safety maintenance and improvement and recreational and cultural programs for citizen participation.

The Wastewater Enterprise includes approximately 44 miles of wastewater mains, 15 lift stations, 22.5 miles of force mains and 442.5 miles of gravity-fed pipelines ranging in size from 6 inches to 42 inches in diameter, the majority of which were constructed in the 1980s and 1990s. The Wastewater Enterprise has a total treatment capacity of approximately 18.12 million gallons per day (“mgd”) and currently treats an average of approximately 11.9mgd of wastewater at four facilities: (i) Water Reclamation Facility #1 (“WRF 1”); (ii) Water Reclamation Facility #2 (“WRF 2”); (iii) Water Reclamation Facility #3 (“WRF 3”); and (iv) the Western Riverside County Regional Wastewater Authority regional treatment plant (the “WRCRWA Treatment Plant”).

WRF 1, WRF 2 and WRF 3 are operated by the City and wastewater flow from WRF 1, WRF 2 and WRF 3 is fully interconnected and the sludge from each facility is currently treated at WRF 1 alone. The WRCRWA Treatment Plant is operated by the Western Riverside County Regional Wastewater Authority (“WRCRWA”). The WRCRWA Treatment Plant is self-contained and processes its own sludge and WRCRWA has its own conveyance system. The Wastewater Enterprise owns 2.62 mgd capacity in the WRCRWA conveyance system. See the captions “THE WASTEWATER ENTERPRISE—City Treatment and Transmission Facilities” and “—Western Riverside County Regional Wastewater Authority Treatment Plant.”
Land Use and Service Area
The service area of the Wastewater Enterprise encompasses approximately 48 square miles, including all of the City and certain unincorporated areas of the County that are located adjacent to City boundaries, including Coronita, Temescal Canyon and El Cerrito. The total population of the service area is estimated to be approximately 172,900. The City is highly connected to job centers in the County and the Counties of Orange and Los Angeles, with State Route 91 traversing the City east to west, providing access to the City of Riverside to the east and the City of Los Angeles to the west, and Interstate 15 traversing the City north to south.

The service area has elevations varying from 430 feet in the Green River area to over 1,600 feet in the South Corona area. The Wastewater Enterprise service area is approximately 90% built out and includes single family residences, multi-family residential units and industrial and commercial properties.

Approximately 9% of the land within the Wastewater Enterprise service area is undeveloped. The City currently expects the Wastewater Enterprise service area to be fully built out in 2045 with an estimated population of 185,600.

Governance and Management
General. The City operates under a council-manager form of government. Councilmembers are elected by district for four-year alternating terms. The City Manager, appointed by the City Council, serves as the City’s chief administrative officer and is responsible for overseeing the daily operations of City departments and efficient management of all City business. Functions of the City Manager’s Office include implementation and administration of City Council policies and programs and providing direction to the departments that administer City programs and services.

City Manager. Jacob Ellis has over 15 years of local government experience and has served as the City Manager since November 2019. Prior to coming to the City, Mr. Ellis served as the Deputy Town Manager and Assistant to the Town Manager for the City of Gilbert, Arizona, and in various management capacities for the municipality of North Cowichan, British Columbia. Mr. Ellis has a Bachelor’s degree in

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Political Science from Brigham Young University and a Master’s degree in Public Administration and Juris Doctor degree from Cleveland State University.

Other key personnel responsible for management of the Wastewater Enterprise include the City Treasurer, the Finance Director and the Utilities Director. In addition, the City Attorney provides legal services to the City and the Utility Authority.

City Treasurer. Chad Willardson was elected as the City Treasurer in 2016 and re-elected in 2020 and 2024. Mr. Willardson is the President and Founder of Pacific Capital, a financial management business based in the City. Mr. Willardson has a Bachelor’s degree in Economics from Brigham Young University. He is a certified member of the National Ethics Association and serves clients as a Certified Financial Fiduciary®. He is also an Accredited Wealth Management Advisor and a Chartered Retirement Planning Counselor.

Finance Director. Kim Sitton is the Finance Director of the City, overseeing the City’s budget, accounting and purchasing functions. Ms. Sitton has been with the City for over 30 years and has served as the City’s Finance Director since 2019. Ms. Sitton has a Bachelor’s degree in Business Administration from California State University, San Bernardino.

Utilities Director. Tom Moody has been with the City since 1995 and has served as the Utilities Director since September 2016. Mr. Moody is responsible for all operations of the Utilities Department, which provides water, reclaimed water, wastewater, and electric service to residents and businesses within the Utilities Department’s service area. Mr. Moody has a Bachelor’s degree in Business Administration from American InterContinental University and a Master’s degree in Business Administration from California Coast University. He also holds a Water Operator Certification for Distribution Grade V from the SWRCB’s Division of Drinking Water (the “Division”).

City Attorney. Dean Derleth has over 30 years of experience serving as counsel to local agencies. He has served as the City Attorney since December 2012. Prior to coming to the City, Mr. Derleth was an attorney in private practice and served as the City’s contract City Attorney. Mr. Derleth has a Bachelor’s degree in Economics from the University of California, Irvine, and a Juris Doctor degree from the University of the Pacific McGeorge School of Law.

Management Policies. The City has adopted several policies which are designed to ensure the prudent and effective management of City operations, including a Debt Management Policy, an Investment Policy, a Reserve Policy for Utilities Department Operating Funds and a Pension Stabilization Trust Investment Policy. Further information about these policies is set forth below. With the exception of the Reserve Policy for Utilities Department Operating Funds, which was adopted in 2023 and the reserve under which is still being accumulated, the City is in compliance with each of these policies.

Debt Management Policy. The City has adopted a Debt Management Policy in accordance with California Government Code Section 8855 to establish guidelines and parameters for the effective governance, management and administration of debt issued by the City and its related entities and to ensure compliance with legislation, statutes and laws that place regulations on local agency debt. The 2025 Bonds are consistent with the Debt Management Policy. The following elements have been incorporated into this policy:
 The purposes for which debt may be incurred;
 The types of debt that may be issued;
 The relationship of the debt to, and integration with, the City’s capital improvement program or budget;
 Policy goals related to the City’s planning goals and objectives;  Debt management practices, including the investment of proceeds and post-issuance compliance; and