Agenda packet — Fontana City Council, April 11, 2023 (part 1 of 3)

Tuesday, April 11, 2023
7:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Regular Agenda
Ord. No. 1913 Reso. No. 2023-027
Grover W. Taylor Council Chambers
City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
1 City Council Meeting Regular Agenda April 11, 2023
Welcome to a meeting of the Fontana City Council!
Welcome to a meeting of the Fontana City Council. A complete agenda packet is located in the binder on the table in the lobby of the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335. To address the Council, please fill out a card located at the entrance to the right indicating your desire to speak on either a specific agenda item or under Public Communications and give it to the City Clerk. Your name will be called when it is your turn to speak. In compliance with Americans with Disabilities Act of 1990 (42 USC § 12132), the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335 is wheelchair accessible, and a portable microphone is available. Upon request, this agenda will be made available in appropriate alternative forms to persons with disabilities, as required by Section 12132 of the Americans with Disabilities Act of 1990. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should direct such a request to the City Clerk ’s Office at ( 909) 350-7602 at least 48 hours before the meeting, if possible. Any public record, relating to an open session agenda item, that is distributed within 72 hours prior to the meeting is available for public inspection in the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335.

Traduccion en Espa ñol disponible a peticion. Favor de notificar al Departamento "City Clerk".

Para mayor informacion, favor de marcar el numero (909) 350-7602.

PUBLIC COMMUNICATION - CLOSED SESSION:

This is an opportunity for citizens to speak to the City Council for up to 3 minutes on the following Closed Session. The Mayor and City Council reserve the right to adjust this time limit based on the number of speakers who wish to address the Mayor and City Council.

A. Public Communications - Closed Session
CLOSED SESSION:

A. 6:00 P.M. CLOSED SESSION
A. CONFERENCE WITH LEGAL COUNSEL – EXISTING

LITIGATION
(Gov. Code Section 54956.9(d)(1))
Name of case: Samir Marroush v. David Michael Goodland, City of Fontana, et al.

Case #: CIVDS2011421

PUBLIC EMPLOYEE PERFORMANCE EVALUATION

PURSUANT TO
GOVERNMENT CODE SECTION 54957
Title of Position: City Attorney
21-2100

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2 City Council Meeting Regular Agenda April 11, 2023
CALL TO ORDER/ROLL CALL:

A. 7:00 P.M. Call To Order/Roll Call:

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance:

CLOSED SESSION ANNOUNCEMENT
A. Closed Session Announcement:

PROCLAMATION:

A. 1. Mayor Warren and City Council to recognize April 2023 as National Organ Donation Month (Elaine Jones, Representative from One Legacy, to present)
21-2109
SPECIAL PRESENTATIONS:

A. 1. Mayor Warren and City Council to recognize Assistant Building Official Steven Meyers as the 2023 Building and Safety Employee of the Year (Building and Safety Director Jeffrey Baughman to present).

2. Mayor Warren and City Council to recognize Officers Julio Landaverde and Jose Rodriquez; Lead Property Control Clerk Yvonne Jimenez; and Field Evidence Technicians Aimee
Gregory and Lisa Young as the Fontana Police Department January 2023 Employees of the Month (Captain Stover and Captain Burton to present).
21-2108
PUBLIC COMMUNICATIONS:

This is an opportunity for members of the public to address the City Council for up to three ( 3) minutes total on items either on the Agenda or items not on the Agenda, but within the City Council's jurisdiction. Note that Public Hearing items have individual and specific public input opportunities during the public hearing and testimony on those items will only be taken during the public hearing. The Council is prohibited by law from discussing or taking immediate action on non-agendized items. The Mayor and City Council reserve the right to adjust this time limit based on the number of speakers who wish to address the Mayor and City Council .

A. Public Communications

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3 City Council Meeting Regular Agenda April 11, 2023
CONSENT CALENDAR:

All matters listed under CONSENT CALENDAR will be enacted by one motion in the form listed below. There will be no separate discussion on these items prior to the time Council votes on them, unless a member of the Council requests a specific item be removed from the Consent Calendar for discussion.

A. Approval of Minutes 21-2101
Approve the minutes of the March 28, 2023, City Council Meeting.

March 28, 2023 City Council Meeting.pdfAttachments:

B. Adoption of Ordinance No. 1919 (Second Reading) 21-2111 Second Reading/Adoption of Ordinance No. 1919, an Ordinance of the City of Fontana, approving an amendment to the Zoning Map changing the zoning designation for APN 0241-071-41 from Multi-Family Residential (R-3) to Multi-Family Medium/High Density Residential (R-4) and changing the zoning designation for APN 0241-071-42 from Multi-Family High Density Residential (R-5) to Multi-Family Medium/High Density Residential (R4).

Ordinance 1919.pdfAttachments:

C. Adoption of Ordinance No. 1920 (Second Reading) 21-2112 Second Reading/Adoption of Ordinance No. 1920, an Ordinance of the City Council of the City of Fontana approving an amendment to Section 30-454 of the Fontana Municipal Code (Zoning and Development Code) to change the minimum setback between buildings on a parcel zoned Multi-Family Medium/High Density Residential (R-4) and parcels zoned Multi-Family Residential (R-3).

Ordinance No. 1920Attachments:

D. Acceptance of Final Map for Tract No. 20010 21-2067
Approve the Final Map for Tract No. 20010 located along Coyote Canyon Road north of Duncan Canyon Road; accept easements; and authorize the City Manager to enter into a Subdivision Agreement with the subdivider.

Vicinity Map.pdf
Tract Map.pdf
Subdivision Improvement Agreement.pdf
Attachments:

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4 City Council Meeting Regular Agenda April 11, 2023
E. Approve the purchase and installation of seven ( 7) baseball backstops at three City parks: four ( 4) at Veteran’s West Park, two (2) at Southridge Park and one (1) at Chaparral Park. 21-2072
Approve and authorize the City Manager to enter into a contract agreement with NR Development Inc. of Downey, CA in the amount of $979,500.59 for the purchase and installation of seven (7) baseball backstops and authorize a contingency (10%) in the amount of $97,950.06.

Summary Bid Results.pdf
Attachment No. 2 NR Development Bid
Attachments:

F. Approval of Final Map for Tract No. 20397 21-2087
Approve the Final Map for Tract No. 20397 located on the west side of Banana Avenue south of Foothill Boulevard; accept easements; and authorize the City Manager to enter into a Subdivision Agreement with the subdivider.

Tract Map.pdf
Vicinity Map.pdf
Subdivision Improvement Agreement.pdf
Attachments:

G. Approve Final Change Order with E .E. Electric, Inc. for the Construction of the Etiwanda Avenue and Slover
Avenue/Airport Drive SCE Undergrounding Project
SB-02-DE-22.
21-2093
Authorize the City Manager to approve a change order with E.E. Electric, Inc. in the amount of $411,879.59 for the construction of the Etiwanda Avenue and Slover Avenue/Airport Drive SCE Underground Project (Bid No. DSB-02-DE-22).

Vicinity Map
Etiwanda Ave & Slover Ave CCO #3
Attachments:

H. Award a Construction Contract for Public Works Concrete Maintenance Project (SB-107-PW-23)
21-2103
Approve and authorize the City Manager to execute a construction contract with Stance Construction Company of Chino, CA for the construction of the Public Works Concrete Maintenance Project in the amount of $700,806.95 and authorize a 10% contingency in the amount of $70,080.70 (Bid No.

SB-107-PW-23).

Summary Bid Results.pdf
Stance Construction Company Bid - SB-107-PW-23.pdf
Attachments:

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5 City Council Meeting Regular Agenda April 11, 2023
I. Issuance of Special Tax Bonds for CFD #99 (The Retreat) 21-2105 Adopt Resolution No. 2023-027, of the City Council of the City of Fontana authorizing the issuance of City of Fontana Community Facilities District No. 99 (Mountainview) Special Tax Bonds, Series 2023, in an aggregate principal amount of not to exceed $5,500,000, authorizing the execution and delivery of an Indenture, a Bond Purchase Agreement and a Continuing Disclosure Agreement, authorizing the distribution of an Official Statement in connection therewith and authorizing the execution of necessary documents and certificates and related actions
Resolution
Indenture
Continuing Disclosure Agreement
Bond Purchase Agreement
Preliminary Official Statement
Appraisal
Attachments:

J. Consider opposition to Assembly Bill (AB) 1000 and support for Assembly Bill (AB) 1748.
21-2123
Authorize the Mayor and City Council to sign a letter of opposition to AB 1000 and a letter of support for AB 1748.

AB-1000 Qualifying Logistics Use Projects.pdf
AB-1748 Qualifying Logistics Use Projects.pdf
Sample Letter of Support for AB 1748.pdf
Sample Letter of Opposition to AB 1000.pdf
Attachments:

Approve Consent Calendar Items as recommended by staff.

PUBLIC HEARINGS:

To speak on Public Hearing Items, submit comments via e-mail at [email protected]. In the subject of your e-mail please indicate whether you are in favor or opposition of the item. Comments must be received no later than 5:00 P.M. on the day of the meeting. Comments of no more than three ( 3) minutes will be read into the record at the appropriate time during the meeting. If you challenge in court any action taken concerning a Public Hearing item, you may be limited to raising only those issues you or someone else raised at the Public Hearing described in this notice or in written correspondence delivered to the City at, or prior to, the Public Hearing.

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6 City Council Meeting Regular Agenda April 11, 2023
All Public Hearings will be conducted following this format:
(a) hearing opened (e) oral - favor
(b) written communication (f) oral - opposition
(c) council/staff comments (g) hearing closed
(d) applicant comments (applicant not limited to 5 minutes) A. Public Hearing and Adoption of HUD Community
Development Block Grant, HOME Investment Partnerships
Program, and Emergency Solutions Grant 2023 Annual
Action Plan
21-2042

1. Adopt the draft FY2023-24 Annual Action Plan for Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), and Emergency Solutions Grant (ESG)
programming;

2. Authorize the City Manager, or City Manager’s designee, to execute and transmit any documents necessary or desirable, including but not limited to purchase agreements that may include acquisitions costs up to the full amount of the allocated funds, to ensure the City's timely receipt and execution of Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), and Emergency Solutions Grant (ESG) programs;

3. Authorize the City Manager, or City Manager’s designee, to execute and transmit any documents necessary or desirable, including but not limited to purchase agreements that may include acquisitions costs up to the full amount of the allocated funds, to facilitate the timely administration of the Community Development Block Grant (CDBG) Acquisition, Rehabilitation, and Rental Program including but not limited to property purchase agreements.
23-24 Fontana AAP_DRAFT REV2.pdfAttachments:

CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Elected Officials Communications/Reports
ADJOURNMENT:

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7 City Council Meeting Regular Agenda April 11, 2023
A. Adjournment
Adjourn to the next Regular City Council Meeting on Tuesday, April 25, 2023, at 7:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.

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8 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2100 Agenda Date: 4/11/2023
Agenda #: A. Category: Closed Session
Closed Session
Tuesday, April 11, 2023
6:00 P.M.

City Hall - Executive Conference Room
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Printed on 4/6/2023Page 1 of 1
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9 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2109 Agenda Date: 4/11/2023
Agenda #: A. Category: Proclamation
Proclamations
Tuesday, April 11, 2023
7:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Printed on 4/6/2023Page 1 of 1
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10 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2108 Agenda Date: 4/11/2023
Agenda #: A. Category: Special Presentation
Special Presentation
Tuesday, April 11, 2023
7:00 P.M.

Grover W. Taylor Council Chambers
City Council
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
Phillip W. Cothran., Council Member
City of Fontana Printed on 4/6/2023Page 1 of 1
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11 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2101 Agenda Date: 4/11/2023
Agenda #: A. Category: Consent Calendar
FROM:

City Clerk
SUBJECT:

Approval of Minutes
RECOMMENDATION:

Approve the minutes of the March 28, 2023, City Council Meeting.

COUNCIL GOALS:
· Create and maintain a dynamic team by supporting the decisions of the majority once made.
· Create and maintain a dynamic team by communicating Goals and Objectives to all commissions and employees.

DISCUSSION:

The City Council will consider approval of the minutes of the March 28, 2023, Regular City Council meeting. The draft minutes are attached to this report for Council review and approval.

FISCAL IMPACT:

None.

MOTION:

Approve staff recommendation.

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12 Tuesday, March 28, 2023
7:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Grover W. Taylor Council Chambers
City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
Minutes

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13 WORKSHOP:

A. 5:30 P.M. City Council Workshop
A Workshop Meeting of the Fontana City Council was held in the Grover W. Taylor Council Chambers, 8353 Sierra Avenue, Fontana, CA 92335, on Tuesday, March 28, 2023.

Mayor Warren called the meeting to order at 5:32 p.m, with all members of the City Council present. City Clerk Key and City Treasurer Koehler-Brooks were also in attendance.

The Regular City Council agenda was reviewed and no item was pulled for discussion.

City Clerk Key noted for the record that no public communications were received for the Workshop item.

Fire Chief Jeff Birchfield, along with representatives from San Bernardino County Fire, presented a quick overview and report on the partnership with the San Felipe Fire Department. The San Felipe Fire Department presented the City Council, San Bernardino County Fire, and the Fontana Rotary Club with plaques in appreciation of the support and partnership over the years.

Mayor Warren adjourned the workshop at 5:52 p.m.

CLOSED SESSION:

A. 6:00 P.M. CLOSED SESSION
The Closed Session meeting of the Fontana City Council was held in the Executive Conference Room, 8353 Sierra Avenue, Fontana, CA 92335, on Tuesday, March 28, 2023.

Mayor Warren called the meeting to order at 6:00 p.m., with all members of the City Council present.

PUBLIC COMMUNICATION - CLOSED SESSION:

A. Public Communications - Closed Session
There were no public communications received for the following item:

CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1)
Case: Lucien Leyes, et. al v. City of Fontana
Claim Number: 2020-066 (a-C)
CALL TO ORDER/ROLL CALL:

A. 7:00 P.M. Call To Order/Roll Call

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14 City Council Meeting Minutes March 28, 2023
A Regular Meeting of the Fontana City Council was held in the Grover W. Taylor Council Chambers, 8353 Sierra Avenue, Fontana, CA 92335, on Tuesday, March 28, 2023.

Mayor Warren called the meeting to order at 7:02 p.m.

ROLL CALL:

PRESENT: Mayor Warren, Mayor Pro Tem Garcia, Council Members Cothran, Roberts, and Sandoval
ABSENT: None
City Clerk Key and City Treasurer Koehler-Brooks were also in attendance.

INVOCATION/PLEDGE OF ALLEGIANCE:

A. Invocation/Pledge of Allegiance
The invocation was given by Fontana Police Department Chaplain Daniel Vasquez, followed by the Pledge of Allegiance led by Council Member Roberts.

CLOSED SESSION ANNOUNCEMENT
A. Closed Session Announcement
City Attorney Duran announced that the City Council met in Closed Session on the item posted on the agenda and unanimously voted by a 5-0 oral vote to reach a settlement in the amount of $285,000. The signed settlement agreement can be requested through the City Clerk's Department.

PROCLAMATION:
21-2074

1. Mayor Warren and City Council to proclaim March 29, 2023, as Vietnam War Veterans Day (Mayor Warren to present).

Mayor Warren asked for all veteran's in the audience to stand so that they could be recognized and thanked them for their service.

SPECIAL PRESENTATIONS:
21-2075

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15 City Council Meeting Minutes March 28, 2023

1. Mayor Warren and City Council to recognize the Etiwanda High School Girls Basketball Team for recent State Championship Win (Mayor Warren to present).

Coach Wallace and the Etiwanda High School Girls Basketball team were recognized by the Mayor and City Council, along with County Supervisor Jesse Armendarez.

2. Mayor Warren and City Council to recognize Retiring Police Chief William Green (Mayor Warren to present).

Retiring Police Chief was recognized by numerous organizations and departments for his years of service to the Fontana Community. The Mayor and City Council thanked him and his family for their commitment to the community and wished them a happy retirement.

PUBLIC COMMUNICATIONS:

A. Public Communications
The following individuals spoke under public communications:

1. Elaine Jones, gave praise to retiring Police Chief Green for his years of service and for the gratitude of being a role model to her son.

2. Melinda, representative from Foxtails Roller Durby Team, introduced the team and encouraged the community to come out to upcoming events to support.

3. Bill Freeman, representative of the Fontana Exchange Club, introduced National Exchange Club President David Johnson and mentioned upcoming events.

4. Lauren Gutfried, introduced herself to the community and encouraged community participation in non-profits.

CONSENT CALENDAR:

ACTION: Motion was made by Council Member Cothran, seconded by Council Member Roberts, and passed unanimously by a vote of 5-0 to approve Consent Calendar Items 'A-L'. The motion carried by the following vote: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None
A. Approval of Minutes 21-2076
Approve the minutes of the March 14, 2023, Regular City Council Meeting.

B. 21-2015
Accept Parcel Map No. 20508 located at the northwest and northeast corner of Slover Avenue and Banana Avenue; accept as public dedicated streets and easements; and authorize the Mayor and City Clerk to certify the abandonment of a certain portion of right of way of Banana Avenue.

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16 City Council Meeting Minutes March 28, 2023
C. Sale of Surplus Property located North of Slover Avenue and West of Banana Avenue
21-2016

1. Adopt Resolution No. 2023-019, approving a sale of City-owned exempt surplus property located north of Slover Avenue and west of Banana Avenue to CPL Slover LLC, a Delaware limited liability company (“Developer”) and make the requisite declarations and findings contained therein.

2. Approve and authorize the City Manager and City Attorney to execute the Purchase and Sale Agreement with Developer.

D. Final Acceptance of the Valley Boulevard at Almond Avenue Traffic Signal Project
21-2059
Accept as complete the work performed by All American Asphalt for the construction of the Valley Boulevard at Almond Avenue Traffic Signal Project (# 36003307) and approve the final construction amount of $1,092,802.38 (SB-81-DE-20).

E. Establishing Updated Rules and Regulations Relating to Employer-Employee Relations
21-2071
Adopt Resolution No. 2023-020, Repealing Resolution No. 90-273 and Establishing Updated Rules and Regulations Relating to Employer-Employee Relations.

F. Police Department Monthly Information Update 21-2050 Accept the Police Department monthly information update for February 2023.

G. Award a Construction Contract for the Cherry Avenue and South Highland Avenue Interim Traffic Signal Project
21-2083

1. Approve and authorize the City Manager to award and execute a construction contract that includes a 10% Contingency with the lowest responsible/responsive bidder for the Cherry Avenue and South Highland Avenue Interim Traffic Signal Project (Bid No. SB-110-DE-23)

2. Authorize the City Manager to execute any and all utility agreements, utility easements, and any related items on behalf of the City of Fontana for the Cherry Avenue and South Highland Avenue Interim Traffic Signal Project.

H. Authorize the Purchase of three Vactor, Freightliner SD114 CNG Chassis Combination Trucks from Haaker Equipment ..End
21-2079

1. Authorize the Purchasing Division to use Sourcewell Cooperative Purchasing Agreement Contract No. 101221-VTR to purchase three ( 3) Vactor Combination Trucks in the amount of $1,725,633.83 from Haaker Equipment Company of La Verne, California.

2. Authorize the trade in of two ( 2) Vactor Combination Trucks Unit 8251 and 8673.

3. Authorize the City Manager to Appropriate $382,880.00 from Sewer Fund

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17 City Council Meeting Minutes March 28, 2023
701, fund balance to Fund 751 Fleet Operations ( 75138306 - Fleet replacement).

1. I. Declaring Surplus Land - Property located at 8443 Nuevo Avenue ..End 21-2096

1. Approve Resolution No. 2023-021 , declaring that the City-owned property on the SEC of Spring Street and Nuevo Avenue (Assessor ’s Parcel Number 0191-163-27) is “Surplus Land” pursuant to the Surplus Land Act, Government Code Section 54220 Et Seq .; and approving the form of Notice of Availability.

2. Authorize the City Manager and /or his designee( s) to take all actions necessary or appropriate to comply with the Surplus Land Act.

J. Declaring Surplus Land Property located at 16879 Spring Street..End 21-2097

1. Approve Resolution No. 2023-022, declaring that the City-owned property on the SWC of Spring Street and Sierra Avenue (Assessor ’s Parcel Number 0191-163-11) is “Surplus Land” pursuant to the Surplus Land Act, Government Code Section 54220 Et Seq .; and approving the form of Notice of Availability.

2. Authorize the City Manager and /or his designee( s) to take all actions necessary or appropriate to comply with the Surplus Land Act.

K. Declaring Surplus Land - Properties located at the NWC of Arrow and Sierra.
21-2098

1. Approve Resolution No. 2023-023, declaring that three City-owned properties on the NWC of Arrow Boulevard and Sierra Avenue (Assessor ’s Parcel Numbers 0191-163-16, 0191-163-17, and 0191-163-26) are “Surplus Land” pursuant to the Surplus Land Act, Government Code Section 54220 Et Seq.; and approving the form of Notice of Availability.

2. Authorize the City Manager and /or his designee( s) to take all actions necessary or appropriate to comply with the Surplus Land Act.

L. Declaring Surplus Land - Properties located at 8440 Nuevo Avenue ..End
21-2099

1. Approve Resolution No. 2023-024 , declaring that three City-owned properties on the SWC of Spring Street and Nuevo Avenue (Assessor ’s Parcel Numbers 0191-162-30, 0191-162-31, and 0191-162-32) are “Surplus Land” pursuant to the Surplus Land Act, Government Code Section 54220 Et Seq.; and approving the form of Notice of Availability.

2. Authorize the City Manager and /or his designee( s) to take all actions necessary or appropriate to comply with the Surplus Land Act.

PUBLIC HEARINGS:

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18 City Council Meeting Minutes March 28, 2023
To speak on Public Hearing Items, submit comments via e-mail at [email protected]. In the subject of your e-mail please indicate whether you are in favor or opposition of the item. Comments must be received no later than 5:00 P.M. on the day of the meeting. Comments of no more than three (3) minutes will be read into the record at the appropriate time during the meeting. If you challenge in court any action taken concerning a Public Hearing item, you may be limited to raising only those issues you or someone else raised at the Public Hearing described in this notice or in written correspondence delivered to the City at, or prior to, the Public Hearing.

A. Quarterly Lien Action for Delinquent Sewer, Rubbish and Weed Abatement Accounts ..End
21-2080
Mayor Warren opened the public hearing.

Chief Financial Officer Jessica Brown provided the staff report.

City Clerk Key noted for the record that there were no written correspondences or public communications received for this item.

Mayor Warren closed the public hearing.

ACTION: Motion was made by Council Member Roberts, seconded by Mayor Pro Tem Garcia, and passed unanimously by a vote of 5-0 to approve staff recommendation for Public Hearing Item 'A' as follows:

1. Authorize staff to complete and record lien notices against real property for those sewer accounts sixty days or more delinquent as described in Certified Lien List and direct staff to forward recorded liens to the County for collection.

2. Authorize staff to complete and record liens against real property for those rubbish accounts more than ninety days delinquent as described in the Certified Lien List and direct staff to forward recorded liens to the County for collection.

3. Adopt Resolution No. 2023-025, of the City Council of the City of Fontana adopting the statement of unpaid expenses for weed abatement and imposing a lien against real property for payment thereof.

The motion carried by the following vote: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None
B. Continuance of Appeal No. 23-001: A request to overturn the Planning Commission’s decision on January 17, 2023, approving Master Case No. 20-083 for Tentative Parcel Map No. 20464 (TPM No. 20-021), Variance No. 22-001, Conditional Use Permit No. 20-025, Conditional Use Permit No. 22-019, Conditional Use Permit No. 22-028, and Design Review No. 20-031 along with the 21-2017

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19 City Council Meeting Minutes March 28, 2023
adoption of an Initial Study, Mitigated Negative Declaration, and Mitigation, Monitoring, and Reporting Program for the development of commercial retail center to include a banquet hall, dual branded hotel, restaurant/retail building, and a drive-through restaurant (In-n-out) on an approximately 8.9 adjusted gross acre site on the northwest corner of South Highland Avenue and Citrus Avenue (APNs: 0228-301-01 through -08, 0228-310-20, -21, -22, -23, 0228-310-33 through -49, -51, and 52).

1. Open the public hearing and accept public comments.

2. Continue Appeal No. 23-001 to the April 25, 2023 City Council meeting).

Mayor Warren opened the public hearing.

City Clerk Key noted for the record that the City Clerk's Department received one (1) written correspondence in opposition of this item.

Senior Planner Sal Quintanilla provided the staff report.

The following individual spoke in opposition of the item:

1. Aidan Marshall
Mayor Warren left the public hearing open, per staff recommendation to continue this item to April 25, 2023.

ACTION: Motion was made by Council Member Sandoval, seconded by Council Member Roberts, and passed unanimously by a vote of 5-0 to approve staff recommendation for Public Hearing Item 'B'. The motion carried by the following vote: AYES: Warren, Garcia, Cothran, Roberts, and Sandoval; NOES: None; ABSTAIN: None
C. 1st Cycle General Plan Amendment; Master Case Number (MCN) 22-052: General Plan Amendment (GPA) No. 22-003, Zoning Code (District Map) Amendment (ZCA) No. 22-004, Zoning Code
Amendment (ZCA) No. 22-012 and Design Review (DRP) No.
22-028 - A request to adopt the Mitigated Negative Declaration pursuant to Section 15070 of the California Environmental Quality Act (CEQA) and Section 6.04 of the 2019 Local Guidelines for Implementing CEQA, amend the general plan land use designation and zoning designation from Multi-Family Residential and Multi-Family High Density Residential to Multi-Family Medium/High Density Residential and amend the required setback for buildings on parcels zoned Multi-Family Medium/High Density Residential (R-4) from parcels zoned Multi-Family Residential (R-3), in order to construct a multi-family residential development comprised of 88 units and five accessory dwelling units, on-site amenities, parking, landscaping and other on-site and off-site improvements on a 3.64 acre site located on the west side of Sierra Avenue between 21-2010

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20 City Council Meeting Minutes March 28, 2023
Ramona Avenue and San Jacinto Avenue.

Mayor Warren opened the public hearing.

Associate Planner Cecily Sessions-Goins provided the staff report and answered questions of the City Council.

City Clerk Key noted for the record that there were no written correspondence or public communications received on this item.

Mayor Warren closed the public hearing.

ACTION: Motion was made by Council Member Cothran and seconded by Mayor Pro Tem Garcia and passed unanimously by a vote of 5-0 to approve Public Hearing Item 'C' as follows:

1. Adopt Resolution No. 2023-026, a Resolution of the City Council of the City of Fontana, adopting the Mitigated Negative Declaration pursuant to Section 15070 of the California Environmental Quality Act (CEQA) and Section 6.04 of the 2019 Local Guidelines for Implementing CEQA, approving General Plan Amendment No. 22-003 amending the General Plan Land Use designation on approximately 3.64 acres from Multi-Family Residential (R-MF) and Multi-Family High Density Residential (R-MFH) to Multi-Family Medium/High Density Residential and approving Design Review No. 22-028 for the construction of a multi-family residential development comprised of 88 units and five accessory dwelling units, on-site amenities, parking, landscaping and improvements; and

2. Read by title only and waive further reading of and introduce Ordinance No. 1919, an Ordinance of the City of Fontana, approving an amendment to the Zoning Map changing the zoning designation for APN 0241-071-41 from Multi-Family Residential (R-3) to Multi-Family Medium/High Density Residential (R-4) and changing the zoning designation for APN 0241-071-42 from Multi-Family High Density Residential (R-5) to Multi-Family Medium/High Density Residential (R-4), and that the reading of the title constitutes the first reading thereof; and

3. Read by title only and waive further reading of and introduce Ordinance No. 1920, an Ordinance of the City Council of the City of Fontana approving an amendment to Section 30-454 of the Fontana Municipal Code (Zoning and Development Code) to change the minimum setback between buildings on a parcel zoned Multi-Family Medium/High Density Residential (R-4) and parcels zoned Multi-Family Residential (R-3), and that the read of the title constitutes the first reading thereof.

The motion carried by the following vote: AYES: Warren, Garcia, Cothran,

Page 8 of 10 ends

21 City Council Meeting Minutes March 28, 2023
Roberts, and Sandoval; NOES: None; ABSTAIN: None
CITY MANAGER COMMUNICATIONS:

A. City Manager Communications
City Manager Ballantyne commented on recent little league opening ceremonies and thanked retiring Police Chief Green for his service.

ELECTED OFFICIALS COMMUNICATIONS/REPORTS:

A. Elected Officials Communications/Reports
City Treasurer Koehler-Brooks thanked retiring Police Chief for his service.

City Clerk Key thanked retiring Police Chief for his service.

Council Member Cothran commented on little league opening ceremonies and discussed recent attendance at the employee recognition breakfast for years of service.

Mayor Pro Tem Garcia commented on little league opening ceremonies and thanked retiring Police Chief for his service.

Council Member Sandoval thanked Community Services and Public Works for their efforts for a successful little league opening ceremony; wished his daughter a happy birthday; and thanked retiring Police Chief for his service.

Council Member Roberts thanked Community Services and Public Works for their efforts for a successful little league opening ceremony and thanked retiring Police Chief for his service.

Mayor Warren thanked retiring Police Chief for his service; commented on the employee recognition breakfast for years of service; discussed homeless initiatives in Fontana; commented on recent surgery; and spoke on upcoming community events.

ADJOURNMENT:

A. Adjournment

Page 9 of 10 ends

22 City Council Meeting Minutes March 28, 2023
Mayor Warren adjourned the meeting at 8:59 p.m., with a moment of silence, in honor of the victims of the most recent school shooting in Nashville.

The meeting was adjourned to the next Regular City Council Meeting on Tuesday, April 11, 2023, at 7:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.
____________________________
Ashton R. Arocho, MMC
Deputy City Clerk

THE FOREGOING MINUTES WERE ADOPTED AND APPROVED BY THE FONTANA CITY COUNCIL ON THE 11TH DAY OF APRIL 2023.
____________________________
Germaine Key
City Clerk

Page 10 of 10 ends

23 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2111 Agenda Date: 4/11/2023
Agenda #: B. Category: Consent Calendar
FROM:

City Clerk
SUBJECT:

Adoption of Ordinance No. 1919 (Second Reading)
RECOMMENDATION:

Second Reading/Adoption of Ordinance No. 1919, an Ordinance of the City of Fontana, approving an amendment to the Zoning Map changing the zoning designation for APN 0241-071-41 from Multi- Family Residential (R-3) to Multi-Family Medium/High Density Residential (R-4) and changing the zoning designation for APN 0241-071-42 from Multi-Family High Density Residential (R-5) to Multi- Family Medium/High Density Residential (R4).

COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by construction of affordable high-quality multi-family housing.
· Enhance the local environment for future generations and create a healthy economic and environmental future by adopting policies that promote compact and efficient development in new and existing communities.

DISCUSSION:

Ordinance No. 1919 was introduced by a unanimous vote of 5-0 at the March 28, 2023, Regular City Council Meeting.

FISCAL IMPACT:

None.

MOTION:

Approve staff recommendation.

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24 ATTACHMENT NO. 2

ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FONTANA, APPROVING ZONING CODE (DISTRICT MAP) AMENDMENT NO. 22-
004 TO AMEND THE ZONING DESIGNAT ION FROM MULTI -FAMILY RESIDENTIAL (R-3) FOR A PARCEL (APN: 0241 -071-41) AND MULTI- FAMILY HIGH DENSITY RESIDENTIAL (R-5) FOR ANOTHER PARCEL (APN: 0241 -071-42) T O MULTI -FAMILY MEDIU M/HIGH DENSITY RESIDENTIAL (R-4) FOR BOTH PARCELS, TOTALING 3.64 ACRES

THE CITY COUNCIL OF THE CITY OF FONTANA, CALIFORNIA, DOES HEREBY FIND AS FOLLOWS:

WHEREAS, the applicant submitted a request for approval of Zoning Code (District Map) Amendment No. 22-004 to amend the zoning map designation for parcel APN:
0241-071-41 from the Multi-Family Residential (R-3) to Multi-Family Medium/High Density Residential (R -4) and parcel APN : 0241-071-42 fr om Multi -Family High Density Residential (R-5) to Multi-Family Medium/High Density Residential (R-4); and

WHEREAS, on January 17, 2023 , the Planning Commission received public testimony and evidence presented by the applicant, City staff, and other interested parties at a Public Hearing held with respect hereto on Zoning Code (District Map) Amendment No. 22-004 and related entitlements, and after carefully considering all information pertaining to the proposed project, including the staff report, findings, and all the information, evidence, and testimony presented at this public hearing , the Planning Commission approved Resolution No. PC 2023-005 and recommended approval to the City Council of Zoning Code (District Map) Amendment No. 22-004; and

WHEREAS, after the publication of notice as required by law, the City Council of the City of Fontana, California conducted a public hearing on Zoning Code (District Map) Amendment No. 22-004; and

WHEREAS, on March 28, 2023, the City Council held a duly noticed public hearing on Zoning Code (District Map) Amendment No. 22-004 along with the entitlement s referenced herein, received testimony and the supporting documents in evidence, and the City Council found that the District Map Amendment are in conformance with the goals and policies of the General Plan to provide a community that is developed to high standards and provides diverse economic and social opportunities for our citizens and those who wish to invest here; and

WHEREAS, Zoning Code (District Map) Amendment No. 22-004 is consistent with the goals and policies of the City of Fontana, General Plan Goal 7 of Chapter 15, “support high-quality development in design standards and land use decisions”, in addition to Goal 7 of Chapter 15, Action Item #B “ensure that public and private developments are attractive, comfortable, and welcoming”.

25 Ordinance No. ___

Page 2 of 4 ends

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FONTANA, CALIFORNIA DOES HEREBY ORDAIN AS FOLLOWS:

Section 2. The City Council hereby adopts the Mitigated Negative Declaration along with the Mitigation Monitoring and Reporting Program for the proposed project. The City Council finds that the Mitigated Negative Declaration contains a complete and accurate reporting of all the environmental impacts associated with the Project. Th e City Council further finds that the Mitigated Negative Declaration has been completed in compliance with CEQA, 2019 Local Guidelines for Implementing the California Environmental Quality Act, and the State CEQA Guidelines . Implementation of the Mitigation Measures contained is hereby made a condition of approval of the Project. In the event of any inconsistencies between the Mitigation Measures set forth herein and the MMRP, the MMRP shall control; and

Section 3. The City of Fontana City Council hereby makes the following findings for Zoning Code (District Map) Amendment No. 22-004 in accordance with Section 30-40 “Purpose” of the Fontana Zoning and Development Code; and

Finding: The Zoning and Development Code may be amended by changing the development standards (text) or zoning
designation map boundaries of any zone whenever such an amendment is deemed necessary to protect or promote the public's health, safety, or general welfare or when modification is viewed as appropriate in the context of generally accepted planning principles, surrounding land uses, and the General Plan.

Findings of Fact: The applicant is proposing to amend the zoning land use designation for APN 0241 -071-41 from Multi -Family Residential (R -3) to Multi - Family Medium/High Density Residential (R -4) and for APN 0241 - 071-42 from Multi -Family High Density Residential (R -5) to Multi - Family Medium/High Density Residential (R-4). The proposed development is appropriate for the area as it would provide a multi - family development site in close proximity to transit . As mentioned above, the project will include high quality multi -family housing with landscaping, adequate parking and several amenities.

Section 5. The City Council approves Zoning Code (District Map) Amendment No. 22-004 to amend the zoning designation for APN 0241-071-41 from Multi-Family Residential (R-3) to Multi-Family Medium/High Density Residential (R-4) and APN 0241- 071-42 from Multi -Family High Density Residential (R -5) to Multi -Family Medium/High Density Residential (R-4) as shown on Exhibit “A”, attached hereto and by this reference incorporated; and

Section 6. This Ordinance shall take effect thirty (30) days after the date of the adoption and prior to the expiration of fifteen (15) days from the passage thereof, shall be 26 Ordinance No. ___

Page 3 of 4 ends

published by the City Clerk at least once in the Fontana Herald News, a local newspaper of the general circulation, published and circulated in the City of Fontana, and henceforth and thereafter the same shall be in full force and effect.

APPROVED AND ADOPTED this 28th day of March, 2023.

READ AND APPROVED AS TO LEGAL FORM:

_________________________________________
City Attorney

I, Germaine McClellan Key, City Clerk of the City of Fontana, and Ex-Officio Clerk of the City Council, do hereby certify that the foregoing Ordinance is the actual Ordinance adopted by the City Council and was introduced at a regular meeting on the 28th day of March, 2023, and was finally passed and adopted not less than five days thereafter on the 11th day of April, 2023, by the following vote to wit:

AYES:

NOES:

ABSENT:

_________________________________________
City Clerk of the City of Fontana

_________________________________________
Mayor of the City of Fontana

ATTEST:

_________________________________________
City Clerk
27 Ordinance No. ___

Page 4 of 4 ends

EXHIBIT "A"

28 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2112 Agenda Date: 4/11/2023
Agenda #: C. Category: Consent Calendar
FROM:

City Clerk
SUBJECT:

Adoption of Ordinance No. 1920 (Second Reading)
RECOMMENDATION:

Second Reading/Adoption of Ordinance No. 1920, an Ordinance of the City Council of the City of Fontana approving an amendment to Section 30-454 of the Fontana Municipal Code (Zoning and Development Code) to change the minimum setback between buildings on a parcel zoned Multi- Family Medium/High Density Residential (R-4) and parcels zoned Multi-Family Residential (R-3).

COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by promoting diverse range of housing projects and levels of affordability.
· Enhance the local environment for future generations and create a healthy economic and environmental future by adopting policies that promote compact and efficient development in new and existing communities.

DISCUSSION:

Ordinance No. 1920 was introduced by a unanimous vote of 5-0 at the March 28, 2023, Regular City Council Meeting.

FISCAL IMPACT:

None.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 4/6/2023Page 1 of 1
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29 ATTACHMENT NO. 3

ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FONTANA, APPROVING ZONING CODE AMENDMEN T NO. 22 -012 TO AMEND
SECTION 30-448 AND TABLE 30 -448 OF THE FONTANA ZONING

CODE REGARDING THE REQUIRED SETBAC K FOR BUILDINGS ON

PARCELS ZONED MULTI -FAMILY MEDIUM/HIGH D ENSITY
RESIDENTIAL (R-4) FROM BUILDINGS ON PARCELS ZONED M ULTI- FAMILY RESIDENTIAL (R-3).

THE CITY COUNCIL OF THE CITY OF FONTANA, CALIFORNIA, DOES HEREBY FIND AS FOLLOWS:

WHEREAS, the applicant submitted a request for approval of Zoning Code Amendment No. 22 -012 to amend the required setback for buildings on parcels zoned Multi-Family Medium/High Density Residential (R -4) from buildings on parcels zoned Multi-Family Residential (R-3); and

WHEREAS, on January 17, 2023 , the Planning Commission received public testimony and evidence presented by the applicant, City staff, and other interested parties at a Public Hearing held with respect hereto on Zoning Code Amendment No. 22-012 and related entitlements, and after carefully considering all information pertaining to the proposed project, including the staff report, findings, and all the information, evidence, and testimony presented at this public h earing, the Planning Commission approved Resolution No. PC 2023-005 and recommended approval to the City Council of Zoning Code Amendment No. 22-012; and

WHEREAS, after the publication of notice as required by law, the City Council of the City of Fontana, California conducted a public hearing on Zoning Code Amendment No. 22-012; and

WHEREAS, on March 28, 2023, the City Council held a duly noticed public hearing on Zoning Code Amendment No. 22 -012 along with the entitlement referenced herein, received testimony and the supporting documents in evidence, and the City Council found that the District Map and Zoning Code Amendment are in conformance with the goals and pol icies of the General Plan to provide a community that is developed to high standards and provides diverse economic and social opportunities for our citizens and those who wish to invest here; and

WHEREAS, Zoning Code Amendment No. 22-012 is consistent with the goals and policies of the City of Fontana, General Plan Goal 7 of Chapter 15, “support high -quality development in design standards and land use decisions”, in addition to Goal 7 of Chapter 15, Action Item #B “ensure that public and private developments are attractive, comfortable, and welcoming”; and

30 Ordinance No. ___

Page 2 of 4 ends

Section 2. The City Council hereby adopts the Mitigated Negative Declaration along with the Mitigation Monitoring and Reporting Program (MMRP) for the proposed project. The City Council finds that the Mitigated Negative Declaration contains a complete and accurate reporting of all the environmental impacts associated with the Project. The City Council further finds that the Mitigated Negative Declar ation has been completed in compliance with CEQA, 2019 Local Guidelines for Implementing the California Environmental Quality Act, and the State CEQA Guidelines . Implementation of the Mitigation Measures contained is hereby made a condition of approval of the Project. In the event of any inconsistences between the Mitigation Measures set forth herein and the MMRP, the MMRP shall control; and

Section 3. The City of Fontana City Council hereby makes the following findings for Zoning Code Amendment No. 22-012 in accordance with Section 30-40 “Purpose” of the Fontana Zoning and Development Code:

Findings of Fact: The applicant is proposing a text amendment to the Zoning and Development Code to changed required setback for buildings in the Multi-Family Medium/High Density Residential (R -4) zone and properties zoned Multi -Family Residential (R -3) from 15 feet to 10 feet. The requested amendment would allow for an efficient use of land for the development of medium to high density multi -family residential while still providing adequate privacy and separation for adjacent properties.

Section 4. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds this Ordinance promotes the public health, safety and welfare of the community; and

Section 5. The City Council approves Zoning Code Amendment No. 22 -012 to amend the required setback for buildings on properties zoned Multi-Family Medium/High Density Residential (R-4) to properties zoned Multi-Family Residential (R-3) from 15 feet to 10 feet as sho wn on Exhibit “ A”, attached hereto and by this reference incorporated ; and

31 Ordinance No. ___

Page 3 of 4 ends

Section 6. This Ordinance shall take effect thirty (30) days after the date of the adoption and prior to the expiration of fifteen (15) days from the passage thereof, shall be published by the City Clerk at least once in the Fontana Herald News, a local newspaper of the general circulation, published and circulated in the City of Fontana, and henceforth and thereafter the same shall be in full force and effect.

APPROVED AND ADOPTED this 28th day of March, 2023.

READ AND APPROVED AS TO LEGAL FORM:

_________________________________________
City Attorney

AYES:

NOES:

ABSENT:

_________________________________________
City Clerk of the City of Fontana

_________________________________________
Mayor of the City of Fontana

ATTEST:

_________________________________________
City Clerk
32 Ordinance No. ___

Page 4 of 4 ends

EXHIBIT "A"

Sec. 30-448. – Multiple-family building separation requirement.

Table No. 30-448
Building Setback and Separation (in feet)
…
Side Setback (interior), Building, Setback to
Adjacent Zoning Districts
R-4 R-5
R-3 15-foot 10-foot 15-foot
…

33 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2067 Agenda Date: 4/11/2023
Agenda #: D. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Acceptance of Final Map for Tract No. 20010
RECOMMENDATION:

Approve the Final Map for Tract No. 20010 located along Coyote Canyon Road north of Duncan Canyon Road; accept easements; and authorize the City Manager to enter into a Subdivision Agreement with the subdivider.

COUNCIL GOALS:
· Invest in the City’sinfrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’sinfrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.

DISCUSSION:

Tract No. 20010 is located along Coyote Canyon Road north of Duncan Canyon Road. The subdivision consists of 233 single family units, 108 condominium units, and 131 townhome units.

The Tentative Tract Map No. 20010 (TTM16-000003) was conditionally approved by the Planning Commission on February 26th, 2019. All conditions precedent to submitting the final map have been completed by the applicant. The subdivider, Arroyo Cap II-6, LLC, A Delaware Limited Liability Company, has complied with the Conditions of Approval and has dedicated the required streets and easements as a part of the project. The tract map has been reviewed by the City Engineer and is found to be substantially correct.

In addition, an authorization is requested for the City Manager to enter into a Subdivision Agreement with the subdivider to guarantee the completion of required infrastructure in accordance with the Subdivision Map Act. This map is now being brought to the City Council for final approval.

FISCAL IMPACT:

This action will only approve the tract map for recordation and authorize permits for the construction of the development, therefore there is no fiscal impact to City resources at this time.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 4/6/2023Page 1 of 1
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34 PROJECT SITE
35 TRACT NO. 20010
3/14/2023
36 TRACT NO. 20010
37 TRACT NO. 20010

MONUMENT NOTES:
38 TRACT NO. 20010
39 LOT FPAPILIO COURT82
83 84
85 86
LOT E
77 78
79 80
81 57

SKIPPERS LANE
5859606162
87 767574
7372
8889
9091
LOT K
71 LOT G
70 137
136135134
133
132
131
LOT L
92 93
94 959699100
101

CONSERVATORY DRIVE
130
129
128127
126
125124
102
LOT M
103104
105
106
107
LOTQ
108
109
110
111
112
LOT S
6364656667
68 69
113
115
114
116
118
117
119
120
121
122123
147146
145
144
143142141
140
139
138

BUTTERFLY DRIVE
24 2526
27 28
2930
31 32
3334
35 363738
39 40
41 42
4344
45 4647
48 LOT H
4950
51 5253
545556
LOT C

BUTTERFLY DRIVE
1 23456
LOT I
789
1011
1213
14 1516
17 1819202122
23 LOT I
155
154
153
152151
150
149
148
LOT P
236
LOT V
LOT W
LOT QQ
LOT RR

PIPEVINE

CATERPILLAR DRIVE

MILKWEED COURT
LOT X
236
236
LOT Y
234
INTERSTATE 15
LOT EE
LOT DD
218
233
LOT AA
219
232
220221
231230

HABITAT DRIVE
222223
229228
224225227226 209208210211
207206205204
212213214215203202
216217
201
LOT FF
LOT GG187
200199188189
198197
190
LOT II
186185184183
182181180
191
196
192195
193194
LOT HH
179LOT JJ178
177176175174172171170169
168167166165164163162
161
160159158157156
LOT T
LOT LL
LOT BB
235
LOT W

COYOTE CANYON ROAD

MORPHO LANE
173

SKIPPERS LANE

CONSERVATORY DRIVE

BUTTERFLY DRIVE

COYOTE CANYON ROAD

CATERPILLAR DRIVE

CATERPILLAR DRIVE
LANE

SWALLOWTAIL LANE

PAULINA LANE

HABITAT DRIVE

BLUE COPPER WAY

PIPEVINELANE

COYOTE CANYON ROAD

CATERPILLAR DRIVE

LOT CC LOT D
LOT O
LOT N
LOT SS
LOT A
LOT NN
LOT B
9798
LOT J
LOT OO
LOT TT
LOT PP
LOT UU
LOT VV
LOT WW
LOT XX
LOT XX
LOT XX
LOT YY

LOT MM LOT MM
LOT MM
LOT MM
LOT MM
LOT KK
LOT KK
LOT KK
LOT KK
LOT KK
LOT KK
LOT KK
LOT KK
LOT KK
TRACT NO. 20010
40 LOT F
82 83
84 85
86 LOT E
81 80
79 78
77 LOT J
87 88
89 PAPILIO COURT

CONSERVATORY DRIVE
76 75
74 90
91 LOT MM
LOT UU
TRACT NO. 20010
41 82

CONSERVATORY DRIVE
87 88
89 83
84 85
86 LOT E
81 80
79 78
77 57
58 59
60 61
62 56
55 54
53 52
51 50
49 76
75 74
63 64
65 66

SKIPPERS LANE
LOT G
LOT D
LOT H

SKIPPERS LANE LOT J
LOT C
LOT F

HABITAT DRIVE
48 47
46 44

PAPILIO COURT

CONSERVATORY DRIVE

CONSERVATORY LANE
LOT UU
LOT TT
LOT YY
LOT MM
TRACT NO. 20010
45 43
42 90

CONSERVATORY DRIVE
89 88
LOT J
LOT K
LOT L
LOT M
92 93
94 95
96 97
98 91
74 73
72 71
70 137
136
135
134
133
132
131
130
65 66
67 68
69 37
36 35
34 33
32 31
30 LOT GSKIPPERS LANE

CONSERVATORY DRIVE
LOT MM
LOT MM
LOT YY
TRACT NO. 2001039
40 38
43 98
99 100
101
102
103
104
105
106
107
LOT M
LOT Q
130
129
128
127
126
125
124
123
122
121
120
119
118144
143
142
141
140
139
138
24 25
26 27
28 29
30 LOT N
LOT O

PIPEVINE LANE
CONSERVATORY DRIVE97
9613131

CONSERVATORY DRIVE
LOT VV
LOT MM
LOT MM
TRACT NO. 20010
117
LOT L
145
44 LOT YYLOT G
LOT MM
77 LOT TT
LOT H
63 LOT G
LOT D

SKIPPERS LANE

SKIPPERS LANE
108
109
110
111
112

CONSERVATORY DRIVE
LOT S
LOT Q
117
116
115
113
114
118
119
LOT VV
123
122
105
104LOT MM
LOT VV

CONSERVATORY
DRIVE
TRACT NO. 20010
45 LOT C

BUTTERFLY DRIVE
12 3
4 56
LOT C
LOT NN

LOT BLOT I
7 169
168
167
166
165
164
163
162
161
160
159
158
LOT BB
157
156
LOT T
LOT W235 48
LOT H
63 58
59 60
61 62
56 55
54 53
52 51
50 49
LOT D

HABITAT DRIVE

COYOTE CANYON ROAD

SKIPPERS
LANE
LOT KK
LOT PP
LOT MM
LOT XX
'C' STREET
LOT C
1 TRACT NO. 20010
46 LOT H

BUTTERFLY DRIVE

SKIPPERS LANE

COYOTE CANYON ROAD
63 HABITAT DRIVE
48 47
64 65
66 67
68 69
37 36
35 34
137
136
135
134
46 45
44 43
42 41
40 39
38 LOT B
7 LOT I
89 10
11 12
13 14
15 16
17 LOT W
LOT G
LOT YY
LOT MM
LOT XX
TRACT NO. 20010
76 75
74 73
47 35
34 33
32 31
30 29
28 27
26 25
24 16
17 18
19 20
21 22
23 LOT W

BUTTERFLY DRIVE
124
125
126
127
138
139
LOT N
LOT O

PIPEVINE LANE
LOT SS
LOT A155
154
153
LOT V

COYOTE CANYON ROAD
123
122
3615
140
LOT I
LOT P

COYOTE CANYON ROAD
LOT XX
LOT WW
LOTMM
LOT KK
TRACT NO. 20010
135
134
133
132
131
130
129
128
48 104
105
106
107
LOT M
LOT Q
108
109
110
112
LOT S
113
114
115
116
117
118
119
120
121
122
123138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154

BUTTERFLY DRIVE

CONSERVATORY DRIVE
LOT OO
111
112

COYOTE CANYON ROADLOT P
LOT P
LOT VV
LOT WW
TRACT NO. 20010
LOT S
49 169168

COYOTE CANYON ROAD
169
168
167
166
165
164
163
162
161
160
159
158
157
LOT BB

CATERPILLAR DRIVE
170171172173174175176177
LOT II186185184183
187188189190
200199198197
201202203204
217216215214
218219220221
191
196
192
195
205
213
206
212
222

SWALLOWTAIL LANE

PAULINA LANE
LOT GG
LOT FF
LOT CC
233232231230229
LOT JJ

CATERPILLAR DRIVE

MORPHO LANELOT KK
LOT KK
LOT KK
LOT KK
LOT KK
TRACT NO. 20010
50 235

COYOTE CANYON ROAD
LOT W
LOT I
78910111213
LOT B
LOT NN6
LOT C
157
156
LOT T
LOT LL

CATERPILLAR DRIVE
236
LOT Y
'I' STREET
236
LOT AA

HABITAT DRIVE
233232231230229

MILKWEED COURT
14 218219220222223 221
234

CATERPILLAR DRIVE

HABITAT DRIVE
LOT BB
LOT KK
LOT KK
LOT KK
LOT LL
235 LOT W
TRACT NO. 20010
LOT CC
51 COYOTE CANYON ROAD
235 LOT W

CATERPILLAR DRIVE

BLUE COPPER WAY
LOT X
236
236
11 12
LOT I
LOT KK
LOT KK
TRACT NO. 20010
13 52
COYOTE CANYON ROAD236
235
LOT W
LOT V
LOT P
LOT I
148
149
150
151
152
153
154
155
LOT TT

PIPEVINE LANE LOTSS
236
LOT QQ
LOT RR

CATERPILLAR DRIVE
LOT KK
LOT W
LOT QQ

PIPEVINE LANE

COYOTECANYON ROAD
TRACT NO. 20010
53 SWALLOWTAIL LANE
180181182 184185
190193LOT HH
194
203207
211
208
210209LOT EE
LOT JJ
179178177176175174
173CATERPILLAR DRIVE

MORPHO LANE
186183
189
198197
204
215214
191
196
192
195
205
213
206
212

PAULINA LANE
51 52
50 49
47 46 45
44 48
187
188
199
202
216
LOT KK
LOT KK
LOT KK
LOT KK
LOT KK
179LOT JJ

CATERPILLARDRIVE
LOT EE

PAULINA LANE
TRACT NO. 20010
54 PAULINA LANE
215216214213212211210209
219
233
220221222223224225LOT DD
232231230229228227226
LOT EE
234
LOT Y
236
LOT AA
236

MILKWEED COURT

HABITAT DRIVE
LOT KK
LOT KK
LOT KK
HABITATDRIVE234
234
LOT Y

MILKWEEDCOURT
TRACT NO. 20010CATERPILLAR DRIVE
55 BLUE COPPER WAY
LOT X

CATERPILLAR DRIVE
236
236
LOT Y
235

CATERPILLAR DRIVE
LOT KK
LOT KK
LOT KK
TRACT NO. 20010
56 236
236

BLUE COPPER WAY
LOT Y
236

CATERPILLAR DRIVE

COYOTE CANYON ROAD
235
LOT QQ
LOT RR
LOT X
LOT V

PIPEVINE LANE
LOT KK
LOT KK
LOT KK

LOT XLOT X
236
235

CATERPILLAR DRIVE

COYOTE CANYON ROAD
'I' STREET

HABITAT DRIVE
LOT LL
LOT W
LOT W
LOT W
LOT QQ

PIPEVINE LANE
LOT KK
TRACT NO. 20010
LOT 235 OVERALL DETAIL
LOT 236 OVERALL DETAIL
57 Revised – RP -09/22/2022

SUBDIVISION IMPROVEMENT AGREEMENT

Tract Map No.:

THIS AGREEMENT is between the City of Fontana, a municipal corporation, County of San Bernardino, State of California ("City") and
("Subdivider" ):

WHEREAS, the application for tentative Tract Map No. , was conditionally approved on ; and

WHEREAS, Subdivider is the owner of that certain parcel of land defined by the Final Map and Subdivider proposes to do and perform certain work of improvement thereon as set forth in this agreement; and

WHEREAS, City desires to assure that the proposed improvements will be done in a good workmanlike manner and in accordance with the laws and standards now in force and effect in the City, the terms and conditions of which are incorporated herein by reference; and

WHEREAS, Subdivider declares acknowledgement the pertinent regulations contained in the City Code and in the Subdivision Map Act (Government Code Sections 66410 to 66500) and agrees to comply therewith; and

WHEREAS, a Fi nal Map of the subdivision, prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council;

NOW THEREFORE, in consideration of the approval and acceptance of the Final Map by the City Council and the acceptance of easements therein offered for dedication for street, utility, and other public purposes and the covenants herein contained, the parties hereto mutually covenant and agree as follows:

1. General requirements:

Subdivider shall, at its own cost and expense, provide all required tests, design work, equipment, materials and labor in order to complete all of the improvements as associated with the requirements per the approved project or to the satisfac tion of the City Engineer of the City of Fontana.

All required improvements have an estimated cost of construction totaling ____________________________________________________________ ($ ) as shown on Exhibit " A".

Improvements are shown on approved plans on file with City Engineer.

The estimated cost of construction set forth in Exhibit “A” is for estimation purposes only, and for calculation of the amount of securities 58 Revised – RP -09/22/2022

required pursuant to the provisions of section (2), below. Subdivider’s obligation to complete the improvements, or any portion of them, is not limited in any way by the estimated cost of construction, and the obligation of Subdivider’s surety in connection with the securities required pursuant to the provisions of section (2), below.

2. Security:

Subdivider shall, at all times, guarantee its performance of this agreement by furnishing to City and maintaining good and sufficient security as required by the State Subdivision Map Act on forms approved by City for the purposes and in the amounts as follows:

a. To ensure a faithful performance of this agreement in regard to the improvements in the amount of 100% of the estimated cost of construction of the improvements; and

b. To secure payment to any contractor, sub- contractor, pers ons renting equipment or furnishing labor or materials for the improvements required to be constructed or installed pursuant to this agreement in the additional amount of 100% of the estimated cost of construction of the improvements; and

c. To guarantee or warranty the work done pur suant to this agreement for a period of one (1) year following acceptance thereof by City Council of the City of Fontana against any defective work or labor done or defective materials furnished in the amount of 20% of the esti mated cost of construction of the improvements; and

d. To warranty the setting of required subdivision monuments within one - year following recordation of the Final Map in the amount of 100% of the estimated cost of setting subdivision monuments as shown in Exhibit "A".

e. To guarant ee the landscape maintenance of all landscape improvements for a period of one year (1) year following acceptance of thereof by the City.

The securities required by this agreement shall be kept on file with the City Clerk.

The terms of the security documents required by this agreement are hereby incorporated in this agreement by reference and copies attached hereto.

The security, which guarantees performance, can be released upon acceptance of the improvements by the City Council. The security which guarantees payment to contractor, sub- contractors and to persons furnishing labor, materials or equipment will be released 6 months after acceptance of the improvements by the 59 Revised – RP -09/22/2022

City Council, less the total of all claims to which the City has been given proper notice.

Securities may be released upon the final completion and acceptance of the work subject to the provisions herein. The City Council, in its absolute discretion, may release a portion of the security given for faithful performance of the improvement work as the improvement progresses upon application thereof by the Subdivider.

3. Time of Completion:

All of the required improvements shall be completed within 24 months from the effective date of this agreement. If the work is not completed within the specified time period because of acts of God, the public enemy, the City, or because of fire, flood, epidemic, quarantine restrictions, strikes or freight embargoes, the Subdivider shall be entitled to an extension beyond the specified time period for a period equal to the length of such delay within ten days from the beginning of such delay.

In addition to the extension for the reasons referenced in the foregoing paragraph, Subdivider may submit a written request , Exhibit “B” , for a discretionary extension of the time for completion of the improvements to the City Engineer.

The City Engineer may grant or reject such extension, in whole or in part or with conditions, in his sole discretion. If an extension of time is granted it shall in no way af fect the validity of this contract or release the surety on the securities referenced herein.

In the event that Subdivider fails to complete the improvements within the required period or any approved extension, the City may complete the work and shall be entitled to recover the full cost and expenses thereof from Subdivider, or his surety as herein provided. If City pursues completion of the improvement work, it may require Subdivider, or his surety, to pay the City in advance, sufficient monies to cover the City's cost in completing construction of the improvements.

Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not commence running until Subdivider, or Subdivider’s surety pursuant to Section 2 of this Agreement, has provided the City Engineer with written notice of Subdivider’s intent to abandon or otherwise not complete the improvements.

4. Effective Date of Agreement:

This Agreement shall not become effective unless and until the Subdivision Ma p has been approved by the City Council of the City of Fontana and also accepted 60 Revised – RP -09/22/2022

the Final Map for reco rdation by the County Recorder of the County of San Bernardino.

5. Utility Deposits - Statements:

Prior to the commencemen t of any work to be performed within the area delineated on the Final Map, the Subdivider must file a written statement with the City Clerk and the City Engineer, signed by the Subdivider, and each public utility involved, to the effect that Subdivider has made all deposits legally required by such public utility for the connection/extension of any and all public serving utilities to be provided to or within the subdivision.

6. Permits - Compliance with Law:

Subdivider shall, at Subdivider's expense, obt ain all necessary permits and licenses, pay all charges, fees and taxes, and give all necessary and incidental notices to the due and lawful prosecution of the work.

7. Definition and Ownership of Improvements:

The term "improvements" means: grading, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities as shown in detail upon plans, profiles and specifications which have been prepared or are now in final preparation by engineers acting for Subdivider subject to approval by the City Engineer of the City of Fontana. No work on the improvements shall be commenced until plans and/or profiles therefore have been submitted, approved and permitted by the City Engineer. All required public improvements constructed or installed pursuant to this Agreement shall become the sole exclusive property of the City, without payment therefore, upon acceptance of the improvements by the City Council.

8. Obligations of Subdivider:

Notwithstanding the fact that Subdivider's plans and specifications, completion of the work, and other acts are subject to approval of the City, it is understood and agreed that any approval by the City thereof shall in no way relieve Subdivider of satisfactorily performing all work on the related obligations hereunder. The construction shall be done strictly in accordance with the plans and specifications prepared by Subdivider or its engineer, and as approved by the City as being consistent with the City Code and Standards. Subdivider warrants that its plans and specifications conform as a minimum to all City codes and standards and that they are adequate to accomplish the work in a good workmanlike manner and in accordance with responsible construction practices.

61 Revised – RP -09/22/2022

9. Superintendence by Subdivider:

Subdivider shall personally supervise all work involved in the improvements, or shall designate a competent foreman or superintendent, satisfactory to the City Engineer, to supervise the work at all times during progress, with authority to act for Subdivider. In the event satisfactory superintendence is not being exercised by the Subdivider, the City Engineer may order suspension of all work within the subdivision until the deficiency is adequately corrected.

10. Repair and Replacements:

Subdivider shall replace, or have replaced, or repair, or have repaired, as the case may be, or pay to the owner the entire cost of replacement or repairs, for all survey monuments or for any and all property damaged or destroyed by reason of any work done hereunder, whether such property be owned by the United States or any agency thereof, or by the City or by any public or private corporation, or by any person whomsoever or by combination of such owners. Any such re pair or replacement shall be completed in a reasonable manner and subject to the approval of the City Engineer and affected property owner.

11. Inspection by City:

Subdivider shall at all times maintain proper facilities a nd provide safe access for inspection by City to all parts of the work and to the shops where the work is in preparation. The cost of inspections shall be paid by the Subdivider.

12. Approval by City Engineer.

All required improvements shall be constructed under the inspection of and subject to approval of the City Engineer. Therefore, it is mutually agreed by the parties hereto that the City Engineer shall have the right to reject any or all of the work to be performed under this contract if such work does not conform to the plans and specifications set forth herein or the City's Codes and standards. Any damage to the improvements (existing or new) that occurs during the course of work performed under this Agreement shall be repaired or replaced, by the Subdivider, to the satisfaction of the City Engineer before the final acceptance of completed work and release of security.

13. Liability for Performance Injury or Damage:

Neither the City nor any of its officers or agents shall be liable to Subdivider or its contractors for any error or omission arising out of or in connection with any work to be performed under this contract. Additionally, the City shall not be liable to the Subdivider or to any other person, firm, or corporation whatsoever, for any injury or damage that may result to any person or property by or from any 62 Revised – RP -09/22/2022

cause whatsoever in, on, or about the subdivision of said land covered by this Agreement, or any part thereof.

14. Indemnification and Release:

Prior to the commencement of any work pursuant to this contract, Subdivider's contractors shall furnish to City satisfactory evidence of an insurance policy written upon a form and by a company (which meets with the approval of City) insuring City, its officers, agents, and employees agains t loss or liability which may ar ise during the work or which may result from any of the work herein required to be done, including all costs of defending and claim arising as a result thereof. Minimum liability and property damage insurance shall not be less than $250,000 for all damages arising out of bodily injury to a death of one person and not less than $1,000,000 for all damages arising out of bodily injuries to or death of more than one person in any occurrence; and not less than $250,000 for all damages and/or destruction of property in any one occurrence and not less than $500,000 for all damages and/or destruction of property during the policy period.

Such policy shall be in favor of Subdivider or its contractors and of the City, its officers, agents, and employees and shall be maintained in full force and effect during the life of this contract. The policy shall state by its terms and by an endorsement that it shall not be cancelled until City shall have had at least ninety (90) days' notice in writing of such cancellation.

The Subdivider hereby releases and agrees to indemnify and save the City harmless from and against any and all injuries to and deaths of persons and injuries to property, and all claims, demands, costs, loss, damage and liabi lity, howsoever the same may be caused and whensoever the same may appear, resulting directly or indirectly from the performance or non- performance of any of or all work to be done in and upon premises adjacent thereto pursuant to this Agreement, and also from any and all injuries to and deaths of persons and injuries to property or other interests and all claims, demands, costs, loss, damage, and liability, howsoever same may be caused and whensoever the same may appear, either directly or indirectly made or suffered by the Subdivider, t he Subdivider's agents, employees, and sub- contractors, while engaged in the performance if the work.

15. Liability of Subdivider:

The Subdivider agrees that the use for any purpose and by any person of any and all of the streets, easements and improvements herein specified shall be at the sole and exclusive risk of the Subdivider at all times prior to final acceptance by the City of the completed street and other improvements thereon and therein; provided that acceptance by the City shall in no way eliminate or lessen any of Subdivider's obligations or undertakings contained in this Agreement. The issuance of any occupancy permits (if granted) by the City for buildings located within the subdivision shall not be construed in any manner to constitute an 63 Revised – RP -09/22/2022

acceptance and approval of any or all of the required improvements in said subdivision.

16. Relationship of Contractors:

It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, if any, are those of independent contractors.

17. Repair or Reconstruction of Defective Work:

If, within a period of up to one year after City Council acceptance of the improvement work performed under this Agreement, any of the improvements for work done under t his Agreement fails to fulfill any of the requirements of this Agreement, or the specifications referred to herein, Subdivider shall without delay and without any cost to the City (upon receipt of written notice from the Cit y), repair or replace or reconst ruct any defective of otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the case require repairs or replacements to be made before Su bdivider can be notified, City may, at its own option, make the necessary repairs or replacements or perform the necessary work and offset that amount against any security pledged by Subdivider for faithful performance, labo r and materials, or warranty obl igations under this agreement.

18. Warranty:

Without limiting the foregoing, Subdivider warrants and guarantees: materials used and workmanship performed on said work for a period of one (1) year after completion and accep tance thereof by the City, and t he setting of all required Final Map monuments.

19. Assignment:

This agreement shall not be assignable by Subdivider without written consent of City.

64 Revised – RP -09/22/2022

IN WITNESS WHEREOF, this agreement shall for all purposes be deemed an original thereof, having been duly executed by the Subdivider herein named on the day of , 20 being duly signed by its undersigned representative(s) pursuant to authority of its governing body.

SUBDIVIDER CITY OF FONTANA

By: By:

City Manager

Name ___________________________ Print Name

Title

By: Attest:

City Clerk
______________________________
Name _____________________________ Print Name

Title

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

Print Name

APPROVED AS TO CONTENT:

By:

City Engineer

_____________________________
Print Name
65 Revised – RP -09/22/2022

Attachments: (1) Exhibit "A" – Cost Estimate
(2) Exhibit "B" – Time Extension
(3) Securities

66 1

STAFF USE ONLY
ENGINEERING PC NO.

__________________

CITY OF FONTANA

ENGINEERING DEPARTMENT
COST ESTIMATE - EXHIBIT "A"

DATE: _____________________
DEVELOPER PROJECT NAME__________________ ENGINEER TRACT MAP NO._________________ PHONE NO. PARCEL MAP NO. _______________

STREET IMPROVEMENTS
UNIT

ITEM QUANTITY UNIT COST AMOUNT

6" CURB & GUTTER _ L.F. 17.00 __
8" CURB & GUTTER L.F. 19.00 _
8" THICK CROSS GUTTER S.F. 11.00 _ 4" SIDEWALK S.F. 7.00 _
ACCESS RAMP EA 5,000.00 _ DRIVEWAY APPROACHES S.F. 11.00 _ ASPHALT CONCRETE DIKES L.F. 11.00 _ FOG SEAL S.F. .10 ____
IMPORTED EMBANKMENT C.Y. 10.00 _
PREPARATION OF SUBGRADE S.F. .50 _ *A.C. TON 150.00 _
*A.C. OVERLAY(0.20 THICKNESS)
PER CITY STANDARD TON 150.00 _ **PCC CURB ONLY (MEDIAN) L.F. 16.00 _ ADJUST SEWER MANHOLE TO GRADE EA 500.00 _

ADJUST SEWER CLEAN OUT TO
GRADE EA 300.00 _
ADJUST WATER VALVES TO GRADE EA 250.00 _ BARRICADES L.F. 40.00 _
2 X 4 REDWOOD HEADER L.F. 5.00 _ *REMOVAL OF A.C. PAVEMENT S.F. .66 _ **REMOVAL OF P.C.C. CURB L.F. 6.00 _ *REMOVAL OF A.C. BERM L.F. 5.00 _ RETAINING WALL H=2 1/2 FT.

OR LESS L.F. 40.00 ________
BLOCK WALL H=6 FEET L.F. 50.00 ________ AGGREGATE BASE TON 30.00 _ __
GUARD POSTS EA 70.00 _
GUARD PANEL (WOOD) L.F. 40.00 _ SAWCUT L.F. 3.50 _
REFLECTORS AND POSTS EA 100.00 _ STREET SIGNS EA 250.00 _
______________________ ________ EA _______ ________ ______________________ ________ EA _______ ________ ______________________ ________ EA _______ ________ ______________________ ________ EA _______ ________

STREET IMPROVEMENT SUBTOTAL __

* A.C. ASPHALTIC CONCRETE
** P.C.C. PORTLAND CONCRETE CEMENT
9/16/2021
LandSea Homes
Fuscoe Engineering
858-554-1500
Lytle Creek Road Street Imp
20010
694
$11,798
7,209
$136,971
1,672
$18,392
43,564
$304,948
8 $40,000
725
$7,975
300,888
$150,444
5,900
$885,000
120
$18,000
$1,573,528

APPROVED
HP
09/22/2021
ELPC20-000004
TPC21-000020 67
2 STORM DRAIN IMPROVEMENTS
UNIT

ITEM QUANTITY UNIT COST AMOUNT

* 18" RCP L.F. 90.00 ________
* 24" RCP L.F. 110.00 ________
* 30" RCP L.F. 250.00 ________
* 36" RCP L.F. 250.00 ________
* 42” RCP ________ L.F. 250.00 ________
* 48" RCP L.F. 260.00 ________
* 54" RCP L.F. 280.00 ________
* 60" RCP L.F. 300.00 ________
* 66” RCP ________ L.F. 320.00 ________
* 78” RCP ________ L.F. 340.00 ________
* 24” CMP ________ L.F. 90.00 ________
* 60” CMP ________ L.F. 320.00 ________
CATCH BASIN/CURB INLET:

W=7 EA 4,000.00 ________
W=10 EA 4,500.00 ________
W=14 EA 6,000.00 ________
W=21 EA 11,000.00 ________
W=28 EA 14,000.00 ________
JUNCTION STRUCTURE EA 3,200.00 ________

TRAFFIC TYPE JUNCTION
STRUCTURE EA 2,800.00 ________
DISCHARGE STRUCTURE EA 2,800.00 ________ MANHOLES EA 2,500.00 ________
LOCAL DEPRESSION EA 1,250.00 ________
GRATE INLET STRUCTURE EA 2,100.00 ________ _____________________ ________ EA ________ ________ _____________________ ________ EA ________ ________ _____________________ ________ EA ________ ________

STORM DRAIN IMPROVEMENT SUBTOTAL ________

* REINFORCED CONCRETE PIPE

SANITARY SEWER IMPROVEMENTS
UNIT

ITEM QUANTITY UNIT COST AMOUNT

MANHOLES 60" DIAMETER EA 4,500.00 ________ MANHOLES 48" DIAMETER EA 4,000.00 ________ DROP MANHOLES EA 4,500.00 ________
WYES EA 100.00 ________
CLEANOUTS EA 600.00 ________

REMODELING OF EXISTING
MANHOLE EA 950.00 ________
** 4" VCP L.F. 50.00 ________
** 6" VCP L.F. 60.00 ________
** 8" VCP L.F. 70.00 ________
** 10" VCP L.F. 80.00 ________
** 12" VCP L.F. 90.00 ________
** 15" VCP L.F. 100.00 ________
__________________ ________ L.F. _______ ________
__________________ ________ L.F. _______ ________

SANITARY SEWER IMPROVEMENT SUBTOTAL ________

** VITRIFIED CLAY PIPE
116
$10,440
824
$90,640
464
$116,000
88 $22,000
529
$137,540
1007
$281,960
1675
$502,500
1 $4,000
6 $66,000
4 $12,800
1 $2,800
14 $35,000
7 $8,750
72" RCP
910
LF
330.00
$300,300

DEBRIS BASIN OUTLET
2 25,000.00
$50,000
$1,640,730
1 $4,500
14 $56,000
1 $950
3,535
$247,450
$308,900
68 3

TRAFFIC SIGNALS/SIGN/STRIPING
UNIT

ITEM QUANTITY UNIT COST AMOUNT

TRAFFIC SIGNAL MODIFICATION:

ONE CORNER L.S. 75,000.00 _
TWO CORNERS L.S. 100,000.00 _
TRAFFIC SIGNAL NEW L.S. 250,000.00 _ PAINT TRAFFIC STRIPE(1 COAT) L.F. 2.40 _ PAINT TRAFFIC STRIPE(2 COATS) L.F. .65 _ PEDESTRIAN CROSSWALK STRIPING L.F. .65 _

PAVEMENT MARKER
(NON REFLECTIVE) EA 2.50 ________
PAVEMENT MARKER (REFLECTIVE) EA 4.00 _ REFLECTORS AND POSTS EA 100.00 _ STREET SIGNS EA 250.00 _
___________________ ________ EA ________ ________ ___________________ ________ EA ________ ________

TRAFFIC SIGNAL/SIGNS/STRIPING SUBTOTAL __

CFD LANDSCAPE IMPROVEMENTS (BONDING PURPOSES ONLY)

AREA LANDSCAPED S.F. $12.00 _ CENTER MEDIAN S.F. $12.00 _

LANDSCAPING IMPROVEMENTS SUBTOTAL __________

SUBTOTALS:

STREET IMPROVEMENT SUBTOTAL....................___________________ STORM DRAIN IMPROVEMENTS SUBTOTAL..............___________________ SANITARY SEWER IMPROVEMENTS SUBTOTAL...........___________________ TRAFFIC SIGNAL/SIGNS/STRIPING SUBTOTAL.........___________________

IMPROVEMENT SUBTOTAL ===================
(*USE THIS TOTAL FOR PLAN CHECK & PERMITTING PURPOSES*)

CFD LANDSCAPE IMPROVEMENTS ....................___________________ SUBDIVISION MONUMENT GUARANTEE $1,200 + $50/LOT ...___________________ STREET LIGHTS _______ @ $5,000 ................___________________ CUCAMONGA COUNTY WATER DISTRICT FACILITIES.....___________________

IMPROVEMENT SUBTOTAL.... ===================
ADD 35%..................... ____________________

BONDING TOTAL........___________________

1 $250,000
38,320
$91,968
650
$422.50
3 $300
12 $3,000
PAVEMENT "LEGEND" MARKINGS
11 250.00
$2,750

REMOVAL OF CONFLICTING

STRIPING/MARKINGS
1 1,400.00
$1,400
$349,840.50
$1,573,528
$1,640,730
$308,900
$349,840.50
$3,872,998.50
83 $415,000
$7,256,198.50
$2,539,669.48
$9,795,867.98
247,350
$2,968,200
$2,968,200
$2,968,200

APPROVED
HP
09/22/2021
69 4

APPROVED PUBLIC IMPROVEMENT PLANS:

STREET IMP. DWG. NO._____________________
STREET LIGHT DWG. NO.____________________
SEWER IMP. DWG. NO.______________________
STORM DRAIN IMP. DWG. NO. _______________
TRAFFIC SIGNAL DWG. NO.__________________
SIGNING & STRIPING DWG. NO.______________
6041
6041LT
6042
6043
6055
70 Bond No. P8030104080s'l
Premium $ qa.szs.oc

SECURITY BOND FOR FAITHFUL PERFORMANCE OF

SUBDIVISION AGREEMENT
Tract Map No.r 2001 0
WHEREAS, the City Council of the City of Fontana, State of Califomia, and, LS-Fontana LLC ("Principa1") have entered inlo an agreement datecl the "Agreement") which is incorporated herein by reference, in whic.h Principal has agreed to construct, install and complete cerlain designated public improvements; and WHEREAS, under the terms of the Agreement, Principal is required to file before commencing work a good and sufficient payment bond with the City of Fontana to secure faithful perfolmance of the terms of the Agreement.

NOW, THEREFORE, Principal and the undersigned as corporate surety, are held and fifmly bOUnd UntO the City Of FOntana in the SUm Of Nine rvlillion seven Hundred Ninety Five Thousand Eight Hundred sixty seven anrl s8100 s.7s5.B67.SB to assure faithful performance of all terms a:rd conditions of the Agreement.

This bond shall be and r:emain in full force and effect, and shall indemniff and hold harmless the City of Fontana, its officers, agerts and employees until all terms, covenallts, provisions and conditions of the Agreement, and any agreed upon alterations or additions thereto, are frrlly and well met and performed by the Principal, his or its heirs, executorE, administrators, successors or assigns, to the satisfaction of the City of Fontana in the time and maflrrcr specified in the Agreement. Upon fulfillment of the obligatiors set forlh in the Agreement as specified above, this obligation bond shall become null and void.

As parl of the ohligation secured hereby, Principal shall pay, in addition to the face amount of this bond, all costs and reasonable expenses and fees includingreasonable attorney's fees, incurred by the City of Fontana in successftilly enforcing such obiigation, as may be awarded by a court of competent jurisdiction in anyjudgement upon this bond.

The surety hereby stipulates and agrees that no change, extensior of time, alteration or addition to the terms of the Agreement or the specifications accomparying it shall in any manner affect its obligation on tlis bond and surety hereby waives notice of any such change, alteration or adclition.

Revised-RG-10131/16
71 IN WITNESS WHEREOF' three (3) identical counterparts of this irstrument, each of which shall for all purposes as deemed an original, have been duly executed by the Principal and Surety, as evidenced by the signatures of their duly authorized representatives whose signatures appearbelow, onthis -zan day of Seplember ,20 2'l
PRINCIPAL L$fonlanaLLC
(NOTARIZATION AND SEAL)
SURETY Philadelphia lndemnity tnsurance company
a onroe

OTARIZATION AND SEAL)
NOTEr Please Attach Notary
Acknowledgement and
Power of Attomey.

Revised-RG-10/31/16
72 ACKNOWLEDGMENT
State of California
OrangeCounty of )
On Septmeber 29,2021 before me, Terri L. Piligian, Notary Public (insert name and title of the officer)
tn
I certifu under PENALry OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

F
Signature (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
val of document.
73 ALL- PURPOSE

CERTIFIGATE OF ACKNOWLEDGMENT
A notany pubfiu ,nr ollmr offic+r compleling thjs certilicate 'verifes only tlm idenlity uf the indiviclual who signeti the document to which ttris onrtitir;ate is altache'd, artd rrpt the trutrhfulr-les's, accuracy, or validifu o[ tlut documenl. ,State of California
{}nunty of Ora noe
)
I
0n StP 28 Z02l ibefore rne, M. Barreras, Notary Public
per$onally appeared Janina Monroe
who proved to me on the basis of $atisfactory evidenoa to ibe the person{S whose name{si isinm subscrfbed {o the withirm instrurment and asknowledged to rne that hnlshe/Rigy execu{ed the same in his/her/ihrir authorized capf,cityftssX and ihat by kisdherlha?ir signature${ on the inrtrument the person$l, or lhe enttty upotl behalf of urrhich the person{o$ acted. exesu{Ed the instrument,
I certify under iPENALTY OF PERJURY urnder the ilaws of fhe ,$tate sf 'California that the fonegoing paragraph is tr,ue and norrect.
\tflTNESS hend and official eeal

M, BARRERAS
Notary Public - California
Orangc CounlY
Commisiion # 2217716
My Comm, ExPires Nov 5,2021
nslure (Notary Putrlic'iieall
a.

ADDITIOS'IAL OPTIOF{AL IhI FORMATIO T{
CIESCfiIPTION OF THE ATTACHED DOCUMENI
{Tillo e ' demrir:ion ci at,l;hed documerll
jTille sr,ioscript on c'l aIac]en .documen: conlintrecli Nunrber ol Paqer
-
Docunrenl Date-
I]'ISTR["'{'TTO},I5 F',C}R CIOIV'PLETING T}JIS F{]R}'{
lJtis,lnrrlt towpliesthl, c]Brcftl (:ttlilnrr!& $ilrfitrt fel!flfrflittg ttfttaN )totrlin* frnrJ t{ we.drJ. should lre tvr'IJiltvti.i t$td ail{tctrt'd lx #w tlotttfiwnt. .'4t:knaln*dgtnts livnt o/Lrr rjlrltr{r t/!il} Ia c un!fulrtl ltt :JurtrnrelLr br'+rg set il tfi lhfit slttlr srJ la48 rti dl.l *witnp lucti tutl tvqrirr rkc Culilvniu tnktl'n r.id'tg t'ilifvrtt!tt nolru ! I'rw" r Stalr: iru'l C(rlurbr irtfurrturtrotr t.arrrt ht thr: Smtetrrrd {-:c,rn$}'q'hi:!t tls cln*tltt*ttl xigrslr,i purxarulh lruu;'+rr'il lcfurr rlrr *i'la.r1r puliliu ltl nrkrnnvledgtlrtnl, r l)ar* sf oolarizritic,n rrrrlrt be t}s dntt lhfit litil sjgr${sl fimsrrlr'lly agxiireri ubjch {oilli rrlgir be *rr stniu r1$a tlte nrhn+'+ledg,ltt*rl is ftxlqrleletl . Ttr |l*tiil] lxrbiit: tntrtl prrrt lris rri lti:r D;ltni at it sFlielrs t+itltiru his nr ht* t'onrnriss.lsu follou"ed lry o r-,a,urt:a ond thcl ymti titlr lin,urt Fihlit:r' a Pri$t rhe rlnfist..f:r': oi'drtumcnt rrq$riA) u;hn lxnondll itpl,t'trt' al the ltmt ol' fiotf{rir!'lticdit,
r In<licnt* the r.il:"rjt -rinlrtlat nr plttral loruns lt3- inrssng {!l} incinlLlel firlrtl {i.t. 'h?&rrc"'{l{.!- ii J*r+ ,l tu. ciulinft th{ rffm.{;l lhm!\ I"nihlrt lfl r:mirltr indrr:il{e lhiF irrlix:narricrl rorlry lt*rd la rtj<,ciitttr rrl'tltrrrnt:tl rptnnlirtg " I'hc firnilr'! lell 'rrnllilttotrnrtt:{t lrc c[r;i.tf tntl trthtltog.rn;rh:cnl]y rrpl'tlluliblr, lrnfrf,*sirn m{lst r1r)r r:ol'dl tfrt nr |nct. ill sezi trtprcrslcn tltrtrJgts, rt-sixl rl ;t sulfii:ienl arf'r 1>turrrits' rrll{nviqf i;irnlrlete n dif'liltnt l|ikltflEiedgnrtfrl ,itfi$, e Signanice of the noliu! prhltc urx'xl m*lth lhe ilgtlir(urt {rn fiil* w;th rht {}lltct $l' nhr t:ourty ;leih.
* . .ldjtiotal iralunuatitur is nrrl rtr;uinxl lrrrd r:tlkl ltel]] lo r:t,ltilrlr thi5 rickrroulerlgtuenl i* ltr'i urjsussd or st{oclted lo n di:tTe,isrr{ ilo;ultsrt. + l$dii*tc litlr +r f}!rc r{ annshud tl+srrnrcui, uuuilrrx ttf pu;es nnrl dltl+. + hidr.erc thr (s$ncrlv cltiih*d hry tt* rignen, ld ilrc c,lurrl-d *aprtijin, ;is a d1fir'tli:1? t(r rr llic fl . nldr,:stc t hrr m l lt i t. i' t f ' ( )r ('n{ ), litafl"ltr/} . SnrrrDlti itHAih [h1$ fk]uum[ni lD thc rigff4 dorulnffil v,llh 0 ltfiFlcriii:!"rL-r"li't '.', ,',.1,1"iitr, ii,-r,,- -'; 'rtr li-.':-irri'

CAPACITY CLAIMED BY T'HE SIGNER
if lndividLlafl(s)
[] Cnrporaie 0ffiper
iTitlel
n Fartnsr{s}
fi Attomey-in-Fact
f'l Trustee(s)
n Olher
74 PHILADELPH IA INDEMNITY INSURANCE COM PANY
on c Bala Plaza, Suite I 00
Bala Cyr wyd, PA I 9004-0950
Porryer ofAttorney
KNOW ALL PERSONS BY IHESE PRESENTS: Ttrat PHILADELPHTA tNDEMNITY INSURANCE COMPANY (thc Cornpany), a corporation organizcd and cxisting undcr th c laws of thc Commonwcalth of Pcnnsylvan ia, docs hcrcby constitutc and appoint JANINA MONROE, THOMAS G. MCCALL' TIMOTHY J.

NooN1.N, MtcHELLE HAASE AND MARTHA BARRERAS oF LocKToN coMPANIES, LLC its true and lawful Attcrncy-in-fact with full authority to exccute on its bchalfbonds, undertakings, rccognizanccs and othcr contracts of indornity and writings obligatory in the naturc thcrmf, issued in thc coursc of its busincss and to bind the Company thucby, in an am olnt not to cxcccd $5O000.000.00.

This Porycr ofAttorncy is grantcd and is signcd and scaled by lacsimilc undcr and by thc authority ofthc following Resolution adoptcd by the Board ofDirectors of PHIIADELPHIA INDEMNIIY INSURANCE COMPANY on thc l4'h of Novcmber,20l6.

RESOLVED: Ihat thc Board of Dircctors hcreby authcrizcs thc Prcsidcnt cr any Vicc Prcsident of thc Company: (l) Appoint Attorncy(s) in Fact and authorize thc Attorncy(s) in Fact to cxccutc on bchalf ofthc Ccmpany bonds and undcrtakings, contracts of indcmn ity and othcr writings obligatory in thc naturc thcrcol and to attach thc soal of thc Conpany thcrcto; and (2) to rc,mwc, at any timc, any such Attorncy-in-Fact and rcvokc thc authority givcn. And, bc it
Ihat thc signatures oisuch officcrs and thc scal ofthe Companymaybc alfixcd to any such Powcr ofAttorncy c'r ccrtificatc rclating thcrcto by facsim ilc, and any such Power of Attorncy so cxccutcd and ccrtificd by lacsimilc signatures and facsimilc scal shall bc valid aird binding upon thc Company in thc future with rcspcct to any bond or undertakingto which it is attachcd.

F'URTHER
RESOLVED:

IN TESTIMONY WHEREOF, PHILADELPFIIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSIRUMENT TO BE SICNED AND IIS coRPoRATE SEALIO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 27TH DAY OF OCIOBER. 2OI?. (seal)
Robcrt D. O'Lcary Jr., Prcsidcnt & CEO
Ph iladclph ia Indvnn ity Insurancc Company
Onthis2?ftdayoflOctobcr,20l?,bcforcmccamcthcindividual whocxccutcdthcprcccdinginstrumcnt,tomepcrsonallyknown,andbeingbymcduly that hc is the thcrein dcscribcd and authorized officcr oithc PHILADELPHIA INDEMNITY INSURANCE COMPANYi that the scal affixcd to said in thc Corpc'ratc seal ol said Company; that thc said Ccrporatc Scal and h is sign ature wcrc duly affixed, swmn said
srument is
Notary F.rblic:
residing at:
(Notary Scal)
Smtcmber 25^ 20?lMy conm ission cxpircs:

I, Edward Salagq Corporatc Secrctary of PHILADELPHIA INDEMNITY INSURANCE COMPANY,.do hucby ccrtify that thc forcgoing.rcsolution. of the Bmrd ol Iiircctors andthipower olAttuncy issucdpursuantthcrctoon the2?'hdayof Octobet,20l? arctrucandcc,rroc't andarcstill in full forccandclfcc'|, I do iurthcrcertify that Robcrt D, O'Lcary Jr., wh o cxicutcd the Powa ofAttorncy as hcsidcnt, was on the date ofcxccution ofthc attachcd Powcr ofAttorncy the duly clected President oIPHILADELPHIA INDEMNIIY INSURANCE COMPANY,
Bala Cvn wvd. PA
Edward Sayago, Corporatc Sccrctary

PH ILADELPH IA INDEM NITY INSURANCE COM PANY
In lcstim ony Whcreof I havc subsoibcd my nam c and affixcd thc lacsim ilc sral of cach Company th is -
day of SEP 28
927
N!_
75 Bond No P80301 0408091
Premium $ included in performance bond
SECURITY BO ND FOR LABOR Ai\[D MATERIALS OF

SUBDIVISION AGREEMENT
Tract Map Nc.r ?001 0
WHEREAS, the City Council of the City of Fontana, State of Califomia, nnA LS-Fontana LLC Principal") have entered into ar agreement dated (the "Agreement") which is incorporated herein by reference, in whic.h Principai has agreed to construct, irstall and completed certain designated public improvements; and WHEREAS, under the terms of the Agreement, Principal is required to file before commencing work a good and sufficient paym.ert bond with the City of Fontana to secure the claims allowed in CaliforniaCivil Cocle Sections 3082 et seq.

NOW, THEREFORE, Principal and the undersigned as corporate surety, are held firmly bound unto the City of Fontana and all contractors, subcontractors, laborers, material men and other perscns employed in the performance of the Agreement and referred to in the above refelenced sections of the Code of Civil Procedure in the sum of trtine Million seven Hundrecl Ninety Five. 7S5,867_SB malerials furnished or labor performed of any kind under the Agreement, or for amounts due under the Unemployment lnsurance Act with respect to such work or labor, that said surety will pay the sum in an amount not exceeding this amount herein set forth above, and in the event legal action is brought upon this bond, the surety will pay, in addition to the face amount af this hond, such costs and reasonable expenses and fees, including reasonable attorney's fees, incurred in successfuily enforcing this obligation, as may be awarded and frxed by a court of competent jurisdiction in any judgement entered.*Thousand Eight Hundred Srxly Seven and 9B/100 It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of all pelsons, companies, and corporations entitied to file claims prusuant to Seption 3082 qt seq. of the California Civil Code.

This bond shall be and remain in frrll force and effect until all tenns and conditions of the Agreement are fully met and performed by the Principal, his or its heirs, executors, administrators, successors or assigns, to the satisfaction of the CJity of Fontana. Upon firlfillment of the obligations set forlh in the Agreement as specifiecl above, this obligation bond shall become null and void.

The surety hereby stipulates and agrees that no change, extension of time, alteration to the terms of the Agreement or the specifications accompanying it shall in any marurer affect its obligation on this bond and surety hereby waives notice of any such change, alteration or addition.

Revisecl - RG - 10/31/16
76 IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original have been duly executed hy the Principal and Surety, as evidenced by the signatures of their duly authorized representatives whose signatures appearbelow, oflthis zeft dayof septemlrer , 20 21
PRINCIPAL LS+ontanaLLc
(NOTARIZATION AND SEAL)
SU lndemnity ln surance Company
Monroe, AllorneyJn-Fact
(NOTARIZATION AND SEAL)
NOTEr Please Attached Notary
Acknowledgement and
Power of Attomey
Revised-RG-10/31/16
77 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
of that document.

State of California
County of Orange )
on Septmeber 29,202L before me, Terri L. Piligian, Notary Public (insert name and title of the officer)
personally appeared Shannon Whittaker
in
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

TERRI L. PiLI6IAN
WITNESS my hand and officialseal.
- Catlfornld
t
Comm. txpire! DK
S (Seal)
78 ALL- PURPOSE
CERTIFICATE OF ACKhIOWLEDGMENT
A nolany public cr otl'rer offic+r completing this pertificate veriteo only the iclerrtity of lhe individual whn signed the dncutnant to wlti.ch tttis oartifir;ata is attsched, and ruot the lruthfulness, accurany, or valielifu cf tlrat dscumenl $tate of California
County wf Oranoe
0n sEP 28 2021 hefore rne., M. Barreras, Notary Public
i|lry3
personally appeared Janina Monroe
who ,proved to me on the basis nf satisfactory evidence to ibe the perssn{& whose name$! is/nm subscr{bed {o the withirn instnurnent and acknowledged tu rals that kalsheffiy execu{ed the same in hisfiner/tttdr authorized capacity{ier)c and that by hidher.ffircix signature$$ on l,he instrument the personffi, or the entity upom behalf of vrthich the person{o{ acted. executed the instrurnent,
I certify under FEil{ALTY OF PERJURY urnder the ilaurs of (d"te ,$tate a'f 'Galifornia tl"rat the fonegoing parasraph is true and norect,
WlTl'IESS my hand and official,seal,
M. BARRERAS
NolaryPublic Calilornia
Orange CottnlY
Commission ll 2217716
)
)
),
i,ly Comm. ExPires Nov 5,2021
nsture {Notary Pr*rlic Seal)
)
ADDITIONAL OPTIOI'{AL IhIFORTdATIO Iil
DESflRIPTION OF TH E,STTASI-IED DCCUMENT
{T;ll$ c" dcrciir}:ifi of att"l:hed dccrmentj
{Tilla or.descripl on c'l a[ac]eri clocumanr conlinrreoj NunberalPapes
-
Documenl Date-
IISTI{{..}{'T}O55 FOR CON,IP,{-ETIr\G -THLS F{lRXt{
'lli-r.larurowpli*szthh r!.?'val{.:elifflilt!fl.eqrlttftttr*atulitrtirtttt)rv\tild'hr'$nltd t.l ncedtd. shauld ttp L'tiltptcEtl tttd tltlt1iltt\l trj #N t{o{,flfleil!",tr:*?!ol\,".tdg,!nl3 liorfl olhrr s!iltui nuS lx ruil4,ltvd ft| r'futt.ltreriLr ll.rr,8 stil! la $u! tltilP s{t |]!IIS ds lht tru':,liag dues nul t.-t1utt,t, tht Cultfirnfu nil:rt.!' b ri*lutt (tiiftrttiu natur y luw. " sta{'; r,rurj {1asr4y iirftrrllurhiln r.ililfl bs tLe S{ttt$rrrl {-:DurEt lrhntl tle dffrrrrteul xign*1:,1purxaruJl! *Fpitsrtl lrefuru rlrr nelary pulrliu lirr nrkrrtnxletlSntrrt. r Dat* sf not',rrizrrtic,n nrusl br r}e drlr thlt lh.r 3i,grrrts) $mrrnllly nl4tur*tl shicL {nu!i ,rlgiitr trr stm+ dtne rhe ctkn*'+ledptenl is ctrryletod. . fiir t*l;tr] lxrbi,it rmrtt pirt his fi] ltir nirrrtr nd it 3tr.ll'Jars *jlltir hig or hcl romrniss.ion irrllc,q"*d Lry a r.*rlrnn nnrl flrcr yf'rrr litle innt*ry prrlrlit:1, o PriAt thr iurr,rle{.+) ol'docurncnt.ilousrirJ r{rrtr Jrrric'nailv fiFl}eid'd {he 4rnr rrl' urotftri antiotr .
. tndlcnle $te dfrr,:r4 rilgrLlar nr plunl lirrunr t)1' "nl lng rll] incrntU(l frnnr (i.t. '*nv'glrcl+l:q+ it r+r* l tl cin:hntrq lhe ctlt*:t ihmts ["aihrr* l* t:ampcaly itldr(:ale l]tiF r'ahxrn+tlcur irny b*d lro rt.ifctilaar rri'd(rruttli:Dt rrtonlirtg- . 'lfte firrrfl,ry real r$Fri:d;r$n rrru$t hc c$cir .nntl phrrlcgrnphrcrllr x1r*udu*iLrlr, Irny,rcssinrn ffillsl fir'l {fr\'Er laxl rr ltnrs. ll stxtj lfilip!'ufii0nfl st:lttilgtl;, rc'si;al rl'n $ufficieBt nr4rh l)?irrit:i.. olh*r* itd itxtlurlslt 0 difltnr'nt +i:kn*r+lcdqnrenl i'nfifi. " Sisnannr of'rhe n*riu'y Jnlhk B{l.riit rntlrh {he s-trlnRun: sn iif,c wtrh tht {}llic,i &l' rthe r'.ourrt7 ;l*ik.
il 4"lrliliotul irjbnratitxr ii, Rtt Exfnl'ryj I'ru r,rrrrlrl htllt ltr rur;ruc thir ockrrur ler;lgme*t is crr-l r:isrsed or sltircfteri to n diil;li:n{ do;untsrt. + lfidiilstc ollc Dr r;,1ts od illurhdrl li<Arrrlrcu, Dmnber rf pru;cs rtn*l dut* + .hxlltralr thr (alJ{tcily clsfu$*rl t'y tlx signct, Jd rh; c.]ounrd capmill' ts tr {cdt}i}r?t{: olliifi , ilrdrrslf thr rll lD i t r l' t' (), ('ii'l !, |;c{trhry). . s$ilul,Dll {narh drrs r]{r*utn['flt lD thc luucd riot:ttncnr vllh I xtEpliri) i''../:tsi.,r, :, .',.l!-i;11 ; ;i. :!i-,-,', r l]t]- ;: - r: :j*;.li CAPACITY CLAIMED BY THE SilGNER
rt lndividuail(s)
[-1 Ccrporate Offiser
{THe)
n Paflner(s)
fr Aftomey-in-Fact
tr Trustee{s}
n Other
79 PHILADELPHIA INDEMNIIY INSURANCE COMPANY
One Bala Plaza, Suitc I ffi
Bala Cyn wyd, PA I 9004-0950
Pon'er ofAttorney
KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (thc Conpany), a corporation organizcd and cxisting undcr thc laws olthc Commonweahh of Pcnnsylvania, docs hcrcby constilutc and appoint JANINA MONROE' THOMAS G. MCCALL' TIMOTHY J' NooNl,N, MICHELLE HAASE AND MARTHA BARRERAS oF LocKToN coMPANIES, LLc its truc and lawful Attorncy-in-fact with full audrority to cxccutcon itsbchalfbonds,undcrtakings,rccognizanccsandothcrcontractsof indc,mnityandwritingsobligatmyinthcnaturcthcrmf,issucdinthccourscof its busincss and to bind thc Company thcrcby, in an am olnt not to cxcccd $5O000O00'00.

Ihis Powcr ofAttorncy is granted and is signed and scalcd by facsimilc undcr and by thc authotity olthe lollowing Rcsolution adoptcd by the Board ofDirectors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on thc l4th olNovcmbcr,20l6.

RESOLVED: Ihat thc Board of Dircctors h ereby auth crizcs thc Prcsidcnt cr any Vice Prcsidcnt of the Company: (l) Appoint Attorney(s) in Fact and authorizc thc Attorney(s) in Fact to cxecutc on bchalf ofthc Ccmpany bonds and undatakings, contracts of indann ity and othcr writings obligatory in the naturc thcrcol and to attach thc scal of thc Cornpany thcrcto; and (2) to rcmcuc, at any timc, any such Attorncy-in-Fact and rcvoke thc authority given. And, bc it

FURTHER
RESOLVED: That thc signaturcs oisuch officcrs and thc scal olthc Company may bc affixcd to any such Powcr ofAttmncy crr ccrtificate relating thcrcto by facsim ilc, and any such Powcr of Attorncy so cxccutcd and ccrtifiod by lacsimilc signaturcs and facsimile scal shall bc valid and binding upon thc Company in thc future with rcspcct to any bond or undcrtakingto which it is attachcd.

IN TESTIMONY WHEREOE PHILADELPTIIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT IO BE SIGNED AND ITS CORPORAIE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE IHIS 27TH DAY OF OCTOBE& 20I7. ...'::V.'i11lll.zik
-is ,i ri-i::, '-? I
ii i tsez';iii
'';lj; .::'1::i:-*s
';',,,
t...,,1,'."'i'"'
(scal)
Robcrt D. O'Lcary Jr., Prcsidcnt & CEO
Hr iladclph ia Indamn ity Insurance Company
On this 2?fi day of Octobcr, 201?,bcforc mc camc th6 individual who cxccutcd thcprcceding instrumcnt, to mc pcrsonally known, and bcingbymc duly swotn said that he is thc thcrcin describcd and auth orizcd officcr of the PH ILADELPH IA INDEM NITY INSURANCE COM PANY; that thc seal affixed to said instrumcnt is thc Corpuatc soal ol said Company; that thc said Ccrporato Scal and h is sign ature werc duly affixcd.

Notary tublic:
rcsiding at:
'rn
(Notary Scal)
M y cornm iss ion cxp ircs: Sentember 25^ 2021
INSURANCE COMPANY, do hcrcby certily that tht lorcgoing rcsolution of thc Bmrd ofI, Edward Sayago, Corporatc Secrctary oIPHII.ADELPHIA INDEMNITY Iiircctors and th-e powir ofAttorncy iisucd putsuant thcrcto on thc Z?th day ofOctobcr, 201 ? arctruc and correct and arc still in full forcc and cffcct. I do lurthcr ccrti ly that Robert D. O'Lcary Jr,, wh o cxecuted thc Powcr of Attorncy as hcsident, of PHILADELPHIA INDEMNITY INSURANCE COMPANY.
was on thc datc ofcxccution olthc attachcd Powcr ofAttorneythc duly clcctcd Prcsidcnt Bala Cvn wvd. PA
Edward Sayagq Corporatc Sccrctary

PH ILADELPH IA INDEM NITY INSURANCE COM PANY
In lcstimonyWhcrcof Ihaycsubscribcdmynamcandaffixcdthcfacsimilcscal of cach Companythis day of SEP 28 2021 20 _.
80 Bond No, P8030104080s1-M
Premium $

SUBDIVISION WARRANTY OBLIGATION BOND
Tract Map No.l 2001 0
WHEREAS, The City Council of the City of Fontana, State of California, and, LS-Fonlana LLC ("Principal") have entered into an agreement dated the "Agreement") which is incorporated herein by referenced, in whic.h Principal has agreed to warrant and guarantee the installation and maintenance of cerlain designated public improvements, and
WHEREAS, under the terms of the Agreement, Frincipal is required to file before acceptance of improvernents by the City of Fontana a good and sufficient payment bond with the City of Fontana to secure the performance of its warranty and guarantee obligation under the Agreement.

NOW, THEREFORE, Principal a:rd the undersigned as corporate surety, are held firmly hor_rnd unto the City of Fontana in the sum sf one Millili !li1ll!dl!d Firtv Nine rhousand one Hundred $eventv rhree and 60/100 1,95S,173.60 to secure the warranty ard guarantee of Principal against any defective work or labor or material furnished in connection with the installation and maintenance of the public improvements required by the Agteement.

This bond shali be and remain in full force and effect, and shall indemniff ancl hold harmless the City of Fontana, its officers, agents and employees until all warranty or guarantee time periods required under the Agreement following perfolmance of all terms, covenants, provisions and conrlitions of the Agreement, and any agreed upon alterations or additions thereto have expired as to the Frineipal, his or its heirs, executors, administrators, successors or assigns.

Upon fulfillment of the obligations set fortl in the Agreement as specified above, this oliligation bond shall hecome null and void.

As a parl of the obligation secured hereby, Principal shall pay, in addition to the face amount of this bond, all costs and reasonable expenses and fees includingreasonable attorney's fees incuned bytlre City of Fontana in successfully enforcing tlis obligation, as may be awarded by a court of competent jurisdiction in any judgement upon this boncl.

The surety hereby stipulates and agrees fhat no change, extension or time, alteration or addition to the terms of the Agreement or the specifications accompanying it shall in any manner affect its obligation on this bond and surety hereby waives notice of any such change, alteration or addition.

Revised-RG-10/31/16
81 IN MTNESS WHEREOF, three (3) identical counterparls of ttris instrument, each of which shall for all purposes be deemed an original, have been duly executed hy the Principal and Surety, as evidenced by the signatures of their duly authorized representatives whose signatures appear below, on this zer' day of-9ep!ern!gl-,20-a-- PRINCIPAL Ls'Fonlana LLC
ARIZATION AND SEAL}
hiladelphia lndemnily lnsurance Company
Monroe, -Facl

ARIZATION AND SEAL)
NOTEr Please Attached Notary
Acknowledgement a-nd
Power of Attorney
t :i;: i1'
Revised-BG.-10/31/16
82 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validitv of that document.

State of California
County of Orange )
on Septmeber 29,202L before me, Terri L. Piligian, Notary Public (insert name and title of the officer)
in
I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct.

WITNESS my hand and officialseal
t
Signatu (seal)
@;'.ti'ii,,,i*$*,,
83 ALL- PURPOSE

GERTIFIGATE OF ACKNOWLEDGMENT
A nolau"y pubilic ,or ollrer offif,er completing this certificate verifes only'the identity of the indiviclual whs sigraed the dncument to wh{ch tlris oertificate is altached, and npt tlre truthfulnesg, accuracy, or validify 6f tl'tat documefiL State of California
County pf' Oranqe
SEP 28 /OZ1
)
l
CIn
per$onally appeared
ibeforre rne, U.Egrrgra:.Ngtary fuP,liq. ., . . ._
iilq: rn9cn nffi4 Jng qle 6 ue onL'DrJ
Janina Monroe
uuho proved to me on the basis nf $atisfactory evidenoe to lbe the person{& whose name$i is/nxn subscrdbed {o the withim instrrrffdent and acknowledged to me that knlshe/h6y exec,uted the same in his/faer/ffidr authorized capacitytiiex)< and that by hisCher.lsreix signatures$ on t,he instrument the personffi, or the entdty upon behalf nf which the person{o{ acted, executed the instrurnent,
lcertify under FE|'IALTY OF PERJURY underthe laws of t{"re $tate rf 'Galifornia that the foregcins paragraph is tr'ue and norrect,
WITNESS hand and officialseal
M. BARRERAS
Notary Public - Calilornia
orange CounlY
Commission # 2217716
My eomnr, ExPires Nov 5, 2021
nafu"lre {Notary Futrlic lie.al.1
+
ADDITIOilAL OPTIONAI- I}'JFORMAfl O N
DESCRIPTION NF lliE ATTACFIED DOCUMETIT
{Till+ c' 09.$rir:i0u 'rf aU*r,;he{ dmui'nerti
lTille,:r,Sascripior rl flnacled docilme r conbnttadj
Nurnber ol Fages
--
Docurenl
I:'IS]'R{.}{'T1O55 F{IR COIVTI'I-ETIhIG THIS FORTd
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. lndkntr the crxrer{ rirrgular nr plrrrrl lirrmr l}y ir(|silng ilfl itrc,:nrctl i0t:lrs {i-t. hedw.'r$ij.- ir lfi€ I {il cixlingtht cr:'fie.;I ihr$\. l"aihlr.l lfi i:rmi)c|lly intlic;lt* this irrtiurnttintt tr*y l{'ild tt} r'r,!(ct;&r i}i'tlotrttt:::rt nx:nrrlirtg. r 'iltr flolil'r- reirl imlrrijlsrotr nu$t hc c{1J3r irntl lhiltogmFhicrrliy rtputlwrirlc. lmprcrsi*n trnst fic,L cfir*fl'lelt nr hntr lI $exd rflrflrdsj[on stnutlgts, rc.$cal rl fl suffi*ienl irrrn 1rtrrailr. +th*rrvigf t;inirylale n di(1lsrml lH:kno'le.dr:tttnl ribtrn. . Signan-r'* frl'{hr nomry'prblt* nrrtrl rltidch 4he flqruttufle $n trfu wtdr rhe {}l'fti:'i ol ithc tnrrrty t lrrh.
+ A.*tliorrql ltfr:rruatitrt ir rral r<r;nirrxl lrr! ttrrkl ht\l ltt ru:itnt fllir *el,.rrrrr l+r;lgnrerrt il utr-1l rt:isused ot attaehed ta a difTg'qnl {ioiunr*rt. .r hrdii]stc ritlc rrr Bilc ol irlt{'3h{rd tlogrurten{, Dutrhbr oJ FffJs! iltrd dtlhr. + .hrdrr{{tr thfi (aSxicitv rltlilntd try llrl }igner. ld;tht (J!$nL.d cap*;in, ts a dtr'il* t$ttr nttri({ir, rrdr*iBlc I hl ltt h i I i. t' f ' (), ('}'l )} l;r'{l'r$ry}. r s'iil[,s]y nflarl rhri rlorunr*nt lo lhc -rigbcd dofluricr}l &1tlh B 3t0Flc CAPACITY CLAIMED BY THE $ilGNER
tl lndividLrail(e)
n Cnrporate Offioer
t | IIle.]
n Partner{e)
I Attnrney-in-Fact
n Trustee{s}
0ther
84 PHILADELPH IA INDEMNITY INSURANCE COM PANY
onc Bala Plaza, Suitc I 00
Bala Cyn wyd, PA I 9004-0950
P0wer ofAttorney
KNOW ALL PERSONS BY THESE PRESENIS: That PHILADELPHIA INDEMNIIY INSURANCE COMPANY (thc Company), a corporation organized and cxisting undcr th e laws of thc Commonwealth of Pcnnsylvan ia, docs hcrcby constilulc and appoint JANINA MONROE, THOMAS G. MCCALL, TIMOTHY J.

NOONAN, MICHELLE HAASE AND MARTHA BARRERAS OF LOCKTON COMPANIES, LLC its truc and lawful Attorncy-in-flact with full authority to cxccutc on its bchalfbonds, undcrtakings, rccognizanccs and othcr contracts of indcmnity and writings obligaruy in thc naturc thmmf, issucd in thc coursc of its busincss and to bind thc Company thcrcby, in an affi qrnt not to cxcccd $5O000O00.00.

Ih is Poscr of Attorney is grantcd and is slgncd and scalcd by facsim i lc undcr and by thc authority ofthc following Rcsolution adoptcd by thc Board of Dircctors of PHIIADELPHIA INDEMNITY INSURANCE COMPANY on thc l4u of Novymber,20l6.

REEO LVED: That thc Board of Dircctors h crcby auth crizcs the Prcsidcnt cr any Vicc Prcsidcnt of thc Company: (l) Appoint Attorncy(s) in Fact and authorize the Attorney(s) in Fact to cxccutc on bchalf of thc Ccrnpany bonds and undcrtak ings, contracts of indvnn ity and othcr writings obligatory in thc naturc thocof and to attach thc scal of the Conpany thcrcto; and (2) to rcmwc, at any timc, any such Attorncy-in-Fact and revokc thc authority givcn. And, bc it

FURTHER
RESOLVED: That thc signaturcs olsuch olficers and thc scal ofthc Company may bc affixcd to any such Powct ofAttorncy or ccrtificatc rclating thcrcto by facsim ilc, and any such Powcr of Attorncy so cxecutcd and ccrtifiod by lacsimile signaturcs and lacsimile scal shall bc valid and binding upon thc Cornpany in thc futurc with rcspcct to any bond c,r undcrtaking to wh ich it is attachcd,

IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNIIY INSURANCE COMPANY HAS CAUSED THIS INSIRUMENI TO BE SICNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFiCE THIS 2?TH DAY OF OCIOBE& 2OI?. ..,.:"pt:lt1il1.,i,a
ii, i .l szr '1 i,:
?o.'.Y-_..::'ifi;'r_4L, i.,11iI-, O-i
'i4-"-.-",jr...'v,; r f'.,+
(scal)
Robcrt D. O'Leary Jr., Prcsident & CEO
Fh iladclph ia Indamn ity Insurancc Company
Onthis2?edayofOctobcr,20l?,befcrcmccamcthcindividual whocxccutcdthcprccedinginstrumcnt,tomcpersonallyknown,andbcingbymcdulyswotnsaid that hc is thc thcrcin dcscribcd and auth orizcd officcr of thc PH ILADELPH lA INDEM NIIY I NSURANCE COM PANY; that thc scal affixcd to said instrumcnt is thc Corporatc scal of said Company; that thc said Ccrporatc Scal and h is sign aturc wcrc duly affixcd, Notary F.rblic:
rcsiding at:
tn
(Notary Scal)
My cornm ission cxpircs: Scotcrmbcr ?5- 2021
I, Edward Sayago, Corporatc Scoctary ol PHL"{DELPHIA INDEMNITY INSURANCE COMPANY, do hcrcby ccrtily that thc fmcgoing rcsolution of the Bmrd of D ircctors an d thi powcr of Attorn cy issued pursuant th crcto on thc 2?th day o[ Octobcr, 201 ? arc truc an d concct an d arc st ill in full forcc an d cffcct. I do furth cr ccrtily th at Robert D. O'Lcary Jr., wh o cxccutcd thc Powcr of Attorn cy as Prcsidcnt, was on th c datc of cx ccut ion of th o attach cd Powcr of Attorn cy th c duly clected hcsidcnt of PHILADELPHIA INDEMNITY INSURANCE COMPANY. I
In TcstimonyWhcrcof Ihaycsubsctibcdmynamcandaffixcdthcfacsirnilcscal ofcach Companythis-auyoi- SEP 2 8 ?AZl Bala Cw wvd. PA
Edward Sapgo, Corporatc Sccrctary

PHILADELPHIA INDEMNITY INSURANCE COMPANY
llt
1"927
$
85 City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2072 Agenda Date: 4/11/2023
Agenda #: E. Category: Consent Calendar
FROM:

Public Works
SUBJECT:

Approve the purchase and installation of seven (7) baseball backstops at three City parks: four (4) at Veteran’s West Park, two (2) at Southridge Park and one (1) at Chaparral Park.

RECOMMENDATION:

Approve and authorize the City Manager to enter into a contract agreement with NR Development Inc. of Downey, CA in the amount of $979,500.59 for the purchase and installation of seven (7) baseball backstops and authorize a contingency (10%) in the amount of $97,950.06.

COUNCIL GOALS:
· Operate in a businesslike manner by correcting problems immediately. · Invest in the City’sinfrastructure (streets, sewers, parks, etc.) by improving the aesthetics of the community through code enforcement, street sweeping, and landscape maintenance. · Invest in the City’s infrastructure (streets, sewers, parks, etc.) by creating and promoting community through people, parks, and programs.

DISCUSSION:

The purchase and installation of these seven new backstops will replace the original bandshell type of backstops that have become obsolete and deteriorated. City staff conducted the bidding process during the month of February 2023. The Backstop Replacement for Chaparral, Southridge and Veteran’sWest Park Bid (SB-85-PW-23) closed on Thursday, February 16, 2023. The City received a total of four (4) bids. This project had an Engineer’sEstimate of $490,000.00. The lowest bid from NR Development Inc. was $979,500.59.

After reviewing each individual company that provided a bid for the project, the Purchasing Office has recommended that the contract be awarded to NR Development Inc. NR Development submitted all the necessary documents and therefore are the most responsible and responsive bidder.

FISCAL IMPACT:

Funds for this project are budgeted in the current FY 2022/2023 CIP budget in project string 38200005-302-C-8313, and in the operating budgets 40138202.8130, and 40138202.8329.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 4/6/2023Page 1 of 1
powered by Legistar™
86 Bid Results
Backstop Replacement at Veteran’s West Park,
Southridge Park and Chaparral Park
SB-85-PW-23

NR Development, Inc. $979,500.59
Downey, CA

J & A Engineering Corporation $1,188,695.97
Azusa, CA

Econo Fence Inc. $1,533,280.00
Riverside, CA

Diamond Construction & Design $1,617,000.00
La Habra, CA

87 City of Fontana
Backstops Replacement at Chaparral Park, Southridge Park and Veterans Park (SB-85-PW-23), bidding on 02/16/2023 2:00 PM (PST)

Page 1 of 4 ends

Printed 02/17/2023
PlanetBids, Inc.

Attachment No. 2
88 City of Fontana
Backstops Replacement at Chaparral Park, Southridge Park and Veterans Park (SB-85-PW-23), bidding on 02/16/2023 2:00 PM (PST)

Page 2 of 4 ends

Printed 02/17/2023
PlanetBids, Inc.
89 City of Fontana
Backstops Replacement at Chaparral Park, Southridge Park and Veterans Park (SB-85-PW-23), bidding on 02/16/2023 2:00 PM (PST)

Page 3 of 4 ends

Printed 02/17/2023
PlanetBids, Inc.
90 City of Fontana
Backstops Replacement at Chaparral Park, Southridge Park and Veterans Park (SB-85-PW-23), bidding on 02/16/2023 2:00 PM (PST)

Page 4 of 4 ends

Printed 02/17/2023
PlanetBids, Inc.
91 92
93 94
95 96
97 98
99 100
101
102
103
104
105
106
107
108
109
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2087 Agenda Date: 4/11/2023
Agenda #: F. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approval of Final Map for Tract No. 20397
RECOMMENDATION:

Approve the Final Map for Tract No. 20397 located on the west side of Banana Avenue south of Foothill Boulevard; accept easements; and authorize the City Manager to enter into a Subdivision Agreement with the subdivider.

COUNCIL GOALS:
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.

DISCUSSION:

Tract No. 20397 is located on the west side of Banana Avenue south of Foothill Boulevard. The subdivision consists of 22 condominium units.

The Tentative Tract Map No. 20397 (TTM21-000004) was conditionally approved by the Planning Commission on August 16th, 2022. All conditions precedent to submitting the final map have been completed by the applicant. The subdivider, Inland Senior Development LLC, has complied with the Conditions of Approval and dedicated the required streets and easements as a part of the project.

The tract map has been reviewed by the City Engineer and found to be substantially correct.

FISCAL IMPACT:

This action will only approve the tract map for recordation and authorize permits for the construction of the development, therefore there is no fiscal impact to City resources at this time.

MOTION:

Approve staff recommendation.

City of Fontana Printed on 4/6/2023Page 1 of 1
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110
111
112
113
114
115

Revised – RP -09/22/2022

SUBDIVISION IMPROVEMENT AGREEMENT

Tract Map No.:

THIS AGREEMENT is between the City of Fontana, a municipal corporation, County of San Bernardino, State of California ("City") and
("Subdivider" ):

WHEREAS, the application for tentative Tract Map No. , was conditionally approved on ; and

WHEREAS, a Fi nal Map of the subdivision, prepared in accordance with the City's Subdivision Ordinance, has been filed by Subdivider with City for approval by the City Council;

1. General requirements:

All required improvements have an estimated cost of construction totaling ____________________________________________________________ ($ ) as shown on Exhibit " A".

Improvements are shown on approved plans on file with City Engineer.

The estimated cost of construction set forth in Exhibit “A” is for estimation purposes only, and for calculation of the amount of securities 20397
Inland Senior Development LLC
20397
August 16th, 2022
Twenty Nine Thousand One Hundred Seventy Eight Dollars and 99/100 29,178.90
116

Revised – RP -09/22/2022

2. Security:

a. To ensure a faithful performance of this agreement in regard to the improvements in the amount of 100% of the estimated cost of construction of the improvements; and

e. To guarant ee the landscape maintenance of all landscape improvements for a period of one year (1) year following acceptance of thereof by the City.

The securities required by this agreement shall be kept on file with the City Clerk.

The terms of the security documents required by this agreement are hereby incorporated in this agreement by reference and copies attached hereto.

Revised – RP -09/22/2022

City Council, less the total of all claims to which the City has been given proper notice.

3. Time of Completion:

4. Effective Date of Agreement:

This Agreement shall not become effective unless and until the Subdivision Ma p has been approved by the City Council of the City of Fontana and also accepted 118

Revised – RP -09/22/2022

the Final Map for reco rdation by the County Recorder of the County of San Bernardino.

5. Utility Deposits - Statements:

6. Permits - Compliance with Law:

7. Definition and Ownership of Improvements:

8. Obligations of Subdivider:

119

Revised – RP -09/22/2022

9. Superintendence by Subdivider:

10. Repair and Replacements:

11. Inspection by City:

12. Approval by City Engineer.

13. Liability for Performance Injury or Damage:

Revised – RP -09/22/2022

cause whatsoever in, on, or about the subdivision of said land covered by this Agreement, or any part thereof.

14. Indemnification and Release:

15. Liability of Subdivider:

Revised – RP -09/22/2022

acceptance and approval of any or all of the required improvements in said subdivision.

16. Relationship of Contractors:

It is hereby mutually covenanted and agreed by the parties hereto that Subdivider's contractors are not agents of the City, if any, are those of independent contractors.

17. Repair or Reconstruction of Defective Work:

18. Warranty:

19. Assignment:

This agreement shall not be assignable by Subdivider without written consent of City.

122

Revised – RP -09/22/2022

SUBDIVIDER CITY OF FONTANA

By: By:

City Manager

Name ___________________________ Print Name

Title

By: Attest:

City Clerk
______________________________
Name _____________________________ Print Name

Title

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

Print Name

APPROVED AS TO CONTENT:

By:

City Engineer

_____________________________
Print Name
Matthew Ballantyne
Germaine McClellan Key
Ruben Duran
Gia Kim
123

Revised – RP -09/22/2022

Attachments: (1) Exhibit "A" – Cost Estimate
(2) Exhibit "B" – Time Extension
(3) Securities

124
DATE:

DEVELOPER

ENGINEER
PHONE NO.

UNIT

QUANTITY UNIT COST AMOUNT
L.F. 17.00 0.00
150 L.F. 19.00 2850.00
S.F. 11.00 0.00
900 S.F. 7.00 6300.00
EA 5,000.00 0.00
S.F. 11.00 0.00
51 L.F. 11.00 561.00
S.F. 0.10 0.00
C.Y. 10.00 0.00
S.F. 0.50 0.00

30.4 TON 150.00 4560.00

10.1 TON 150.00 1515.00
L.F. 16.00 0.00
EA 500 0.00
EA 300.00 0.00
EA 250.00 0.00
L.F. 40.00 0.00
L.F. 5.00 0.00
S.F. 0.66 0.00
138 L.F. 6.00 828.00
L.F. 5.00 0.00
L.F. 40.00 0.00
L.F. 50.00 0.00
TON 30.00 0.00
EA 70.00 0.00
L.F. 40.00 0.00
L.F. 3.50 0.00
EA 100.00 0.00
EA 250.00 0.00
EA 0.00
EA 0.00
EA 0.00
EA 0.00
$16,614.00
** P.C.C. PORTLAND CONCRETE CEMENT

STREET IMPROVEMENT SUBTOTAL
* A.C. ASPHALTIC CONCRETE

GUARD PANEL (WOOD)
SAWCUT

REFLECTORS AND POSTS

STREET SIGNS
*REMOVAL OF A.C. BERM
RETAINING WALL H=2 1/2 FT. OR LESS
BLOCK WALL H=6 FEET

AGGREGATE BASE

GUARD POSTS

ADJUST WATER VALVES TO GRADE

BARRICADES
2 X 4 REDWOOD HEADER
*REMOVAL OF A.C. PAVEMENT
**REMOVAL OF P.C.C. CURB
*A.C.
*A.C.OVERLAY(0.20 THICKNESS)

PER CITY STANDARD
**PCC CURB ONLY (MEDIAN)

ADJUST SEWER MANHOLE TO GRADE

ADJUST SEWER CLEAN OUT TO GRADE

DRIVE WAY APPROACHES

ASPHALT CONCRETE DIKES

FOG SEAL

IMPORTED EMBANKMENT

PREPARATION OF SUBGRADE
6" CURB & GUTTER
8" CURB & GUTTER
8" THICK CROSS GUTTER
4" SIDEWALK

ACCESS RAMP
(949) 339-5332 PARCEL MAP NO.

STREET IMPROVEMENTS
ITEM
Inland Senior Development, LLC PROJECT NAME Serena Village East MFKessler TRACT MAP NO. 20397

STAFF USE ONLY
ENGINEERING PC NO.
_______________________

CITY OF FONTANA

ENGINEERING DEPARTMENT
COST ESTIMATE - EXHIBIT "A"
09/12/22
ELPC21-000070

CITY OF FONTANA

ENGINEERING

PRELIMINARILY APPROVED
BY
DATE

CONSTRUCTION APPROVED

CORRECTIONS

FINAL APPROVED

FOR INFORMATION ONLY
✔
Henry Pham
10/19/2022
125
UNIT

QUANTITY U

N COST AMOUNT
* 18" RCP L.F. 90.00 0.00
* 24" RCP L.F. 110.00 0.00
* 30" RCP L.F. 250.00 0.00
* 36" RCP L.F. 250.00 0.00
* 42” RCP L.F. 250.00 0.00
* 48" RCP L.F. 260.00 0.00
* 54" RCP L.F. 280.00 0.00
* 60" RCP L.F. 300.00 0.00
* 66” RCP L.F. 320.00 0.00
* 78” RCP L.F. 340.00 0.00
* 24” CMP L.F. 90.00 0.00
* 60” CMP L.F. 320.00 0.00

0.00 W=7 EA 4,000.00 0.00
W=10 EA 4,500.00 0.00
W=14 EA 6,000.00 0.00
W=21 EA 11,000.00 0.00
W=28 EA 14,000.00 0.00
3,200.00 0.00
2,800.00 0.00
EA 2,800.00 0.00
EA 2,500.00 0.00
EA 1,250.00 0.00
EA 2,100.00 0.00
EA 0.00
EA 0.00
EA 0.00
$0.00
UNIT

QUANTITY U

N COST AMOUNT
EA 4,500.00 0.00
EA 4,000.00 0.00
EA 4,500.00 0.00
EA 100.00 0.00
EA 600.00 0.00
EA 950.00 0.00
L.F. 50.00 0.00
L.F. 60.00 0.00
L.F. 70.00 0.00
L.F. 80.00 0.00
L.F. 90.00 0.00
L.F. 100.00 0.00
L.F. 0.00
L.F. 0.00
$0.00SANITARY SEWER IMPROVEMENT SUBTOTAL
** VITRIFIED CLAY PIPE
** 10" VCP
** 12" VCP
** 15" VCP

CLEANOUTS

REMODELING OF EXISTING

MANHOLE
** 4" VCP
** 6" VCP
** 8" VCP
ITEM
MANHOLES 60" DIAMETER
MANHOLES 48" DIAMETER

DROP MAN HOLES
WYES

STORM DRAIN IMPROVEMENT SUBTOTAL
* REINFORCE CONCRETE PIPE

SANITARY SEWER IMPROVEMENTS

DISCHARGE STRUCTURE

MANHOLES

LOCAL DEPRESSION

GRATE INLET STRUCTURE

STORM DRAIN IMPROVEMENTS
ITEM
CATCH BASIN /CURB INLET:

JUNCTION STRUCTURE

TRAFFIC TYPE JUNCTION

STRUCTURE
126
UNIT

ITEM QUANTITY UNIT COST AMOUNT
TRAFFIC SIGNAL MODIFICATION:

ONE CORNER
L.S.
75,000.00 $0.00

TWO CORNERS
L.S.
100,000.00 $0.00

TRAFFIC SIGNAL NEW
L.S.
400,000.00 $0.00
PAINT TRAFFIC STRIPE (1 COAT) L.F. 2.40 $0.00
PAINT TRAFFIC STRIPE(2 COATS) L.F. 0.65 $0.00
PEDESTRIAN CROSSWALK STRIPING L.F. 0.65 $0.00

PAVEMENT MARKER
(NON REFLECTIVE) EA

2.50 $0.00
PAVEMENT MARKER (REFLECTIVE) EA 4.00 $0.00
REFLECTORS AND POSTS EA 100.00 $0.00
STREET SIGNS EA 250.00 $0.00
$0.00
$0.00
$0.00
AREA LANDSCAPED S.F. $12.00 $0.00
CENTER MEDIAN S.F. $12.00 $0.00
$0.00
SUBTOTALS:
$16,614.00
$0.00
$0.00
$0.00
$16,614.00
$0.00
1 EA $5,000.00 $5,000.00
$21,614.00
$7,564.90
$29,178.90
ADD 35%

BONDING TOTAL

CFD LANDSCAPE IMPROVEMENTS
SUBDIVISION MONUMENT GUARANTEE $1,200 + $50/LOT

STREET LIGHTS

CUCAMONGA COUNTY WATER DISTRICT FACILITIES

IMPROVEMENT SUBTOTAL

STORM DRAIN IMPROVEMENTS SUBTOTAL

SANITARY SEWER IMPROVEMENTS SUBTOTAL

TRAFFIC SIGNAL/SIGNS/STRIPING SUBTOTAL

IMPROVEMENT SUBTOTAL
(*USE THIS TOTAL FOR PLAN CHECK & PERMITTING PURPOSES*)

TRAFFIC SIGNALS/SIGN/STRIPING

TRAFFIC SIGNAL/SIGNS/STRIPING SUBTOTAL

CFD LANDSCAPE IMPROVEMENTS (BONDING PURPOSES ONLY)

LANDSCAPING IMPROVEMENTS SUBTOTAL

STREET IMPROVEMENT SUBTOTAL

CITY OF FONTANA

ENGINEERING

PRELIMINARILY APPROVED
BY
DATE

CONSTRUCTION APPROVED

CORRECTIONS

FINAL APPROVED

FOR INFORMATION ONLY
✔
Henry Pham
10/19/2022
127
SIGNING & STRIPING DWG. NO.

SEWER IMP. DWG. NO.

STORM DRAIN IMP. DWG. NO.

TRAFFIC SIGNAL DWG. NO.

APPROVED PUBLIC IMPROVEMENT PLANS:

STREET IMP. DWG. NO.

STREET LIGHT DWG. NO.
6220
6220LT
128

Revised – RP -09/22/2022

SUBDIVISON IMPROVEMENT AGREEMENT
Tract Map No.:

Exhibit “B”

I,
(Subdivider’s name here)
am the owner of the property to which this Request is being made for of a Time Extension for Project No. .

Name:

Subdivider’s Signature:

Subdivider’s Address:

Date:
(Attached Notary Acknowledgment)

CITY OF FONTANA
BY: DATE:

City Engineer

Print Name
[ ] DENY
[ ] APPROVED

NEW DATE:

129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2093 Agenda Date: 4/11/2023
Agenda #: G. Category: Consent Calendar
FROM:

Engineering
SUBJECT:

Approve Final Change Order with E.E. Electric, Inc. for the Construction of the Etiwanda Avenue and Slover Avenue/Airport Drive SCE Undergrounding Project SB-02-DE-22.

RECOMMENDATION:

Authorize the City Manager to approve a change order with E.E. Electric, Inc. in the amount of $411,879.59 for the construction of the Etiwanda Avenue and Slover Avenue/Airport Drive SCE Underground Project (Bid No. DSB-02-DE-22).

COUNCIL GOALS:
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by focusing on relief of traffic congestion.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by utilizing Measure-I Funds wisely.

DISCUSSION:

On July 27, 2021, the City Council awarded a construction contract with E.E. Electric, Inc. in the amount of $479,845.25 and authorized a contingency amount of $47,984.53 for a total contract authorization of $527,829.78 for the construction of the Etiwanda Avenue and Slover Avenue/Airport Drive SCE Undergrounding Project. This contract amendment will increase the total authorized contract amount to $939,709.37.

Construction began in March 2022 and is estimated for completion in May 2023. During construction, various utility conflicts with the proposed vault locations required SCE to redesign vault and conduit locations. SCE’sredesign required the vault on Etiwanda Avenue to change from a splice vault installed by SCE over existing electric lines, to a standard vault installed by E.E. Electric.

Additionally, due to extensive truck traffic, the City of Ontario requested the work on Etiwanda Avenue to be completed at night. These required changes to the original contract warranted the issuance of contract change orders in the total amount of $459,864.12. Change orders included costs for increases in scope to install the electric vault on Etiwanda Avenue, City of Ontario Inspection Overtime charges, costs associated with potholing for redesign vault locations, Caltrans encroachment permit extension costs, labor cost increases for required night work, installation of traffic signal loops, and costs for scope of work increases required by SCE for driveway replacement, paving and curb installation around vault in unimproved area, weed clearing and City of Fontana Printed on 4/6/2023Page 1 of 2
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File #: 21-2093 Agenda Date: 4/11/2023
Agenda #: G. Category: Consent Calendar
replacement, paving and curb installation around vault in unimproved area, weed clearing and bollard placement. Change orders in the amount of $41,255.61 have been approved within the existing authorized contingency amount. A final change order request for costs related to vault installation, SCE requested improvements, City of Ontario inspection overtime, night work and to account for final quantities has been submitted in the amount of $418,608.51 which will exceed the balance in the original authorized contingency.

FISCAL IMPACT:

The fiscal impact associated with the approval of this item is $411,879.59 and is included in the 2022- 23 budget in 36003350-245-A-8330 and 36003350-630-A-8330.

MOTION:

Approve Staff Recommendation.

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N01 inch = 600 feet1200600
PROJECT LOCATIONETIWANDA AVENUE AT SLOVER AVENUE/AIRPORT DRIVESCE UNDERGROUNDING PROJECT SB-02-DE-22 149

ENGINEERING DEPARTMENT
PROJECT:
(City Initiated / Contractor Initiated / Other)
Submitted: Date:

Approval Recommended: Date:

Approved: Date:

Accepted Date: Contractor:

By: Title:
459,864.12$ AGREED PRICE
DATE:
-$
459,864.12$
-$

87.24%
-$ -$

ESTIMATE OF COST THIS CCO
% OVER CONTRACT
-$
418,608.51$
-$

CONTRACT ITEM
FORCE ACCT.

TOTAL
March 21, 2023
You are hereby directed to make the following changes for the above reference project.

ADJUSTMENT
REASON:

COR# 3 - SCE Vault
COR# 12 - Ontario Overtime Account
COR# 13 - Ontario Overtime Account
COR# 14 - Night Work Differential
COR# 15 - Extra Work (Nights)
COR# 16 - Night Work Differential
COR# 17 - Extra Work (Nights)
COR# 18 - Extra Work (Nights)
COR# 19 - SCE Added Work
COR# 20 - Proposed Close Out Work
Final Contract Quantity Adjustment
NOTE: This change order is not effective until approved by the City Engineer.

95.84%
Field Inspector

TOTALS TO DATE
418,608.51$
BID NO: SB-02-DE-22
Estimated cost of Decrease:

THE CONTRACT IS CHANGED IN ACCORDANCE WITH THE FOLLOWING DESCRIPTIONS OF WORK SCOPE Management Services Department
City Manager
Purchasing Office
CONTRACTOR:

CONTRACT CHANGE ORDER - NO. 003
By reason of this change order, the contract time period for performance is extended by Twenty Six (26) Working Day(s).

Engineering Department
E.E. Electric, Inc.

Construction Manager
or Increase: 418,608.51$
We, the undersigned contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment for the prices shown above.

ORIGINAL CONTRACT AMOUNT 479,845.25$
Etiwanda Avenue and Slover Avenue/Airport Drive
SCE Underground Project
SEE PAGE 2 of 3 and 3 of 3 --- CCO #003, ATTACHED
Contract Change Order No. 003 Page 1 of 4 150
A.

1. 2.

Cost (Article A)---
B.

Cost (Article B)---
C.

Cost (Article C)---
D.

Cost (Article D)---
E.

Cost (Article E)--- 45,877.78$

1. Reference is made to E.E. Electric's Change Order Request No. 15

1. Work related to the installation of SCE vault and air vents. Work was performed at night. Nights 16-19. Cost was originally submitted for $49,097.10 and negotiated down to $45,877.78.

2. Zero (0) additional Working Day(s) shall be adjusted by way of this change order as this item (D) will cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".

Zero (0) additional Working Day(s) shall be adjusted by way of this change order as this item (D) will cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".

Reference is made to E.E. Electric's Change Order Request No. 13

1. Additional hours added to the City of Ontario inspection overtime account.

2. To pay the difference in pay rates for original contract work that had to be performed at night. Nights 4 & 6-12.Cost was originally submitted for $28,782.42 and negotiated down to $26,022.08.

2. Reference is made to E.E. Electric's Change Order Request No. 12

1. Additional hours added to the City of Ontario inspection overtime account.

Install Installation of SCE Vault on SB Etiwanda Avenue. Work to be performed at Night. Nights 1-5, 8, & 11-15. Cost was originally submitted for $280,951.00 and negotiated down to $262,256.91.

CONTRACT CHANGE ORDER NO. 003---PAGE 2 OF 4
The contract is changed in accordance with the following work scopes. The equitable adjustments of both, cost and time are delineated for the article listed.

2. Zero (0) additional Working Day(s) shall be adjusted by way of this change order as this item (B) will cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".
5,538.08$
(Continuation of CCO No. 003)
Twenty Three (23) additional Working Day(s) shall be adjusted by way of this change order as this item (A) will cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".
5,676.53$
Reference is made to E.E. Electric's Change Order Request No. 3 262,656.91$
26,022.08$
Reference is made to E.E. Electric's Change Order Request No. 14 Contract Change Order No. 003 Page 2 of 4 151
F.

Cost (Article F)---
G.

Cost (Article G)---
H.

Cost (Article H)---
I.

Cost (Article I)---
I.

Cost (Article J)--- 28,875.81$
CONTRACT CHANGE ORDER NO. 003---PAGE 3 OF 4
4,548.89$
Reference is made to E.E. Electric's Change Order Request No. 20

1. Cost for the work to perform the final punch list items per the SCE inspector. Cost was originally submitted for $29,599.57 and negotiated down to $28,875.81.

2. Three (3) additional Working Day(s) shall be adjusted by way of this change order as this item (D) will cause a delay to the controlling operation of the project in accordance with Greenbook Section 6-6.2 "Delays and Extensions of Time, Extensions of Time".
23,384.53$
Reference is made to E.E. Electric's Change Order Request No. 19

1. Installation of bollards Infront of vault on Slover Avenue per SCE inspectors request. Cost was originally submitted for $5,596.62 and negotiated down to $4,548.89.

1. Additional work for SCE Vault installation. Nights 20-21. Cost was originally submitted for $24,092.62 and negotiated down to $23,384.53.

1. Additional work for SCE vault and as requested by SCE inspector to obtain sign off. Work was performed during the day. Cost was originally submitted for $34,843.45 and negotiated down to $32,737.90.

Reference is made to E.E. Electric's Change Order Request No. 16

1. To pay the difference in pay rates for original contract work that had to be performed at night. Night 17.Cost was originally submitted for $469.78 and negotiated down to $394.01.

Contract Change Order No. 003 Page 3 of 4 152
J.

Cost (Article J)---
TOTAL COST --- (CCO #003) ---
(17,104.00)$
Final Quantity Adjustment for Original Contract Work

1. This item is to adjust the original contract quantities based on what was installed, measured and verified in the field by the construction inspector.

CONTRACT CHANGE ORDER NO. 003---PAGE 4 OF 4
418,608.51$
Contract Change Order No. 003 Page 4 of 4 153
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2103 Agenda Date: 4/11/2023
Agenda #: H. Category: Consent Calendar
FROM:

Public Works
SUBJECT:

Award a Construction Contract for Public Works Concrete Maintenance Project (SB-107-PW-23) RECOMMENDATION:

Approve and authorize the City Manager to execute a construction contract with Stance Construction Company of Chino, CA for the construction of the Public Works Concrete Maintenance Project in the amount of $700,806.95 and authorize a 10% contingency in the amount of $70,080.70 (Bid No. SB- 107-PW-23).

COUNCIL GOALS:
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by maintaining and improving the city's existing infrastructure.
· Invest in the City’s infrastructure (streets, sewers, parks, etc.) by providing for the development of new infrastructure.

DISCUSSION:

The Public Works Department (Street and Utility Division) is charged with maintaining a network of existing sidewalks, pedestrian access ramps, curbs, gutters, driveways approaches and other miscellaneous concrete improvements.

On February 22, 2023, the Public Works Department (Street and Utility Division) advertised the project for sidewalks, curbs, gutters, curb ramps, walkways, cross-gutters, and driveway approaches.

The bid was sent to two hundred and seventy-four (274) vendors. Bid packets were downloaded/received by thirty-one (31) vendors. The Sealed Bids were opened electronically at 5:00 p.m. on March 16, 2023. A total of ten (10) bids were received ranging from $700,806.95 to $1,493,529.35. Stance Construction Company is the lowest bidder in the amount of $700,806.95.

The Engineer’s estimate is $600,000.00.

After reviewing the proposed bid documents and performing the reference checks, the Public Works Department has determined Stance Construction Company to be the lowest responsible and responsive bidder.

FISCAL IMPACT:

Funds have been budgeted in FY 2022/23 in the Capital Reinvestment Fund 601 in the Sidewalk Rehabilitation Project No. 38104326 and in Concrete Maintenance Operating Budgets 10138106 and 28138106.

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Agenda #: H. Category: Consent Calendar
MOTION:

Approve staff recommendation
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Bid Results
Public Works Concrete Maintenance
SB-107-PW-23

Stance Construction Company $700,806.95
Chino, CA

Towo Enterprise, Inc. $725,618.50
Fullerton, CA

CT&T Concrete Paving, Inc. $785,719.60
Diamond Bar, CA

I E General Engineering, Inc. $814,294.00
Beaumont, CA

Gentry General Engineering Inc. $953,517.47
Rancho Cucamonga, CA

DM Contracting, Inc. $1,003,529.00
Colton, CA

Aneen Construction, Inc. $1,117,187.00
Riverside, CA

Baltazar Construction, Inc. $1,244,038.08
Covina, CA

Advantage Unlimited Paving, Inc. $1,385,372.82
Yucaipa, CA

EBS General Engineering, Inc. $1,493,529.35
Corona, CA
156
City of Fontana
Public Works Concrete Maintenance Project (SB-107-PW-23), bidding on 03/16/2023 5:00 PM (PDT)

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Public Works Concrete Maintenance Project (SB-107-PW-23), bidding on 03/16/2023 5:00 PM (PDT)

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Public Works Concrete Maintenance Project (SB-107-PW-23), bidding on 03/16/2023 5:00 PM (PDT)

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160
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Public Works Concrete Maintenance Project (SB-107-PW-23), bidding on 03/16/2023 5:00 PM (PDT)

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161
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Public Works Concrete Maintenance Project (SB-107-PW-23), bidding on 03/16/2023 5:00 PM (PDT)

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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2105 Agenda Date: 4/11/2023
Agenda #: I. Category: Consent Calendar
FROM:

Finance
SUBJECT:

Issuance of Special Tax Bonds for CFD #99 (The Retreat) RECOMMENDATION:

Adopt Resolution No. 2023-027, of the City Council of the City of Fontana authorizing the issuance of City of Fontana Community Facilities District No. 99 (Mountainview) Special Tax Bonds, Series 2023, in an aggregate principal amount of not to exceed $5,500,000, authorizing the execution and delivery of an Indenture, a Bond Purchase Agreement and a Continuing Disclosure Agreement, authorizing the distribution of an Official Statement in connection therewith and authorizing the execution of necessary documents and certificates and related actions COUNCIL GOALS:
· Practice sound fiscal management by developing long-term funding and debt management plans.

DISCUSSION:

On July 14, 2020, the City Council authorized the formation of Community Facilities District No. 99 (The Retreat) and conducted a special election to levy taxes within the District. This project consists of 194 residential lots located north of South Highland Avenue between Hemlock Avenue and Beech Avenue. Bond proceeds will be used to fund public infrastructure including sewer, storm drain, street improvements, landscaping, public facilities and park facilities.

In order to issue the special tax bonds, it is necessary to execute bond documents and agreements relating to this District. The recommended action complies with the City’s debt management strategy.

The following documents, in their materially correct form, are attached hereto:

1. Indenture;

2. District Continuing Disclosure Agreement;

3. Bond Purchase Agreement;

4. Preliminary Official Statement; and

5. Appraisal Report.

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FISCAL IMPACT:

These bonds will produce project funds of approximately $4.3 million, of which 20% ($858,000) will be available to the City for a defined community benefit. Costs of issuance will be paid from gross bond proceeds. Debt service payments will be made from special taxes levied on the property owners within the district.

MOTION:

Approve staff recommendation.

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1 4147-6762-6051.2

RESOLUTION NO. _______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

FONTANA AUTHORIZING THE ISSUANCE OF CITY OF
FONTANA COMMUNITY FACILITIES DISTRICT NO. 99
(THE RETREAT ) SPECIAL TAX BONDS, SERIES 2023, IN

AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $5,500,000, AUTHORIZING THE EXECUTION

AND DELIVERY OF AN INDENTURE, A BOND PURCHASE

AGREEMENT AND A CONTINUING DISCLOSURE

AGREEMENT, AUTHORIZING THE DISTRIBUTION OF

AN OFFICIAL STATEMENT IN CONNECTION

THEREWITH AND AUTHORIZING THE EXECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND

RELATED ACTIONS
WHEREAS, the City Council (the “City Council”) of the City of Fontana (the “City”) has formed City of Fontana Community Facilities District No. 99 (The Retreat ) (the “Community Facilities District”) under the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”);
WHEREAS, the Community Facilities District is authorized under the Act to levy a special tax (the “Special Tax”) to pay for the costs of certain public facilities (the “Facilities”) and to issue bonds payable from the Special Tax;
WHEREAS, in order to provide funds to finance certain of the Facilities, the Community Facilities District proposes to issue its City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Series 2023 Bonds”), in the aggregate principal amount of not to exceed $5,500,000;
WHEREAS, in order to provide for the authentication and delivery of the Series 2023 Bonds, to establish and declare the terms and conditions upon which the Series 2023 Bonds are to be issued and secured and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Community Facilities District proposes to enter into an Indenture with U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”) (such Indenture, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Indenture”); WHEREAS, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), has presented the Community Facilities District with a proposal, in the for m of a Bond Purchase Agreement, to purchase the Series 2023 Bonds from the Community Facilities District (such Bond Purchase Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resoluti on, being referred to herein as the “Purchase Agreement”);
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) requires that, in order to be able to purchase or sell the Series 2023 Bonds, the underwriter thereof mu st have reasonably determined that the Community Facilities District , as 165
2 4147-6762-6051.2

the issuer of the Series 2023 Bonds, has undertaken in a written agreement or contract for the benefit of the holders of the Series 2023 Bonds to provide disclosure of certain financi al information and certain listed events on an ongoing basis; WHEREAS, in order to cause such requirement to be satisfied, the Community Facilities District desires to enter into a Continuing Disclosure Agreement with U.S. Bank Trust Company, National Asso ciation, in its capacity as Trustee and in its capacity as dissemination agent thereunder (such Continuing Disclosure Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, bei ng referred to herein as the “Continuing Disclosure Agreement”);
WHEREAS, a form of the Preliminary Official Statement to be distributed in connection with the public offering of the Series 2023 Bonds has been prepared (such Preliminary Official Statement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the “Preliminary Official Statement”);
WHEREAS, there have been prepared and submitted to this meeting forms of:
(a) the Indenture;
(b) the Purchase Agreement;
(c) the Continuing Disclosure Agreement; and
(d) the Preliminary Official Statement;
WHEREAS, Kitty Siino & Associates, Inc. has prepared and provided to the Community Facilities District an appraisal report, dated March 6, 2023 (the “Appraisal”), providing an opinion of value of the property in the Community Facilities District, which has been submitted to this meeting;
WHEREAS, Section 5852.1 of the California Government Code (the “Government Code”) requires that the City Council 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 Series 2023 Bonds, good faith estimates of (a) the true interest cost of the Series 2023 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Series 2023 Bonds, (c) the amount of proceeds of the Series 2023 Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Series 2023 Bonds, and (d) the sum total of all debt service payments on the Series 2023 Bonds calculated to the final maturity of the Series 2023 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Series 2023 Bonds; WHEREAS, in compliance with Section 5852.1 of the Government Code , the City Council has obtain ed from CSG Advisors Incorporated, as the Community Facilities District’s municipal advisor (the “ Municipal Advisor”), the required good faith estimates , which the Municipal Advisor has prepared in consultation with the Underwriter, and such estimates are disclosed and set forth in Exhibit A attached hereto;
166
3 4147-6762-6051.2

WHEREAS, the Community Facilities District desires to proceed to issue and sell the Series 2023 Bonds and to authorize the execution of such documents and the performance of such acts as may be necessar y or desirable to effect the offering, sale and issuance of the Series 2023 Bonds; and
WHEREAS, the City Council is the legislative body of the Community Facilities District; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana, as follows:

Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines.

Section 2. Subject to the provisions of Section 3 hereof, the issuance of the Series 2023 Bonds, in an aggregate principal amount of not to exceed $5,500,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, be and the same is hereby authorized and approved. The Series 2023 Bonds shall be dated, shall bear interest at the rates, shall mature on the dates, sha ll be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Indenture, as the same shall be completed as provided in this Resolution.

Section 3. The Indenture, in substantially the form submitted to this meeting and m ade a part hereof as though set forth herein, be and the same is hereby approved. Each of the Mayor of the City, and such other member of the City Council as the Mayor may designate, the City Manager of the City, the Chief Financial Officer, Management Services, of the City and such other officer or employee of the City as the City Manager may designate (the “Authorized Officers”) is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Indenture in the form submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidence d by the execution of the Indenture by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not authorize an aggregate principal amount of Series 2023 Bonds in excess of $5,500,000, shall not result in a final maturity date of the Series 2023 Bonds later than September 1, 2054 and shall not result in a true interest cost for the Series 2023 Bonds in excess of 7.00%.

Section 4. The Purchase Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Purchase Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the executi on of the Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s discount (not including any original issue discount) from the principal amount of the Series 2023 Bonds in excess of 2.00% of the aggregate principal amount of the Series 2023 Bonds. The City Council hereby finds and determines that the sale of the Series 167
4 4147-6762-6051.2

2023 Bonds at negotiated sale as contemplated by the Purchase Agreement will result in a lower overall cost.

Section 5. The Continuing Disclosure Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authoriz ed, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute and deliver the Continuing Disclosure Agreement in the form presented to this meeting, with such changes, insertions and omi ssions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Agreement by such Authorized Officer.

Section 6. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, be and the same is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Series 2023 Bonds is hereby authorized and approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, to certify on behalf of the Community Facilities District that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12).

Section 7. The preparation and delivery of a final Official Statement (the “Official Statement”), and its use in connection with the offering and sale of the Series 2023 Bonds, be and the same is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Community Facilities District, to execute the final Official Statement and any amendment or supplement thereto.

Section 8. Based upon the value of the property within the Community Facilities District reported in the Appraisal and the value -to-lien information for such property set forth in the Preliminary Official Statement, the City Council, for purposes of Section 53345.8 of the Act , hereby finds and determines that the value of the real property that would be subject to the Special Tax to pay debt service on the Series 2023 Bonds will be at least three times the principal amount of the Series 2023 Bonds to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the Community Facilities District or a special assessment levied on property within the Community Facilities District.

Section 9. The City Council hereby waives the provisions of the City of Fontana Community Facilities and Assessment District Policy for the Provision of Public Facilities and Services (Operation and Maintenance) and Fee Deferrals in Proposed Development Projects that are inconsistent or in conflict with the offering, issuance and sale of the Series 2023 Bonds and the financing of the Facilities as approved and authorized hereby. In the judgment of the City Council, additional benefit inures to the ultimate property owners, the Community Facilities District and/or the City as a result of such waiver.
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Section 10. The City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.

Section 11. All actions heretofore taken by the officers, employees and agents of the City with respect to the issuance and sale of the Series 2023 Bonds, or in connection with or related to any of the agreements , documents, certificates or instruments referred to herein, are hereby approved, confirmed and ratified.

Section 12. The Authorized Officers and the officers , employees and agents of the City are, and each of them is, hereby authoriz ed and directed, for and in the name of the Community Facilities District to take all actions and do any and all things and to execute and deliver any and all agreements, documents, certificates or instruments that they, or any of them , may deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution not inconsistent with the provisions hereof.

Section 13. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED the ____ day of __________, 2023.
__________________________________
Mayor
ATTEST:
_________________________________
City Clerk

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EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Series 2023 Bonds in accordance with Section 5852.1 of the Government Code. Such good faith estimates have been provided to the Community Facilities District by the Municipal Advisor, which the Municipal Advisor has prepared in consultation with the Underwriter.

Principal Amount. The Municipal Advisor has informed the Community Facilities District that, based on the Community Facilities District’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Series 2023 Bonds to be issued and sold is $4,640,000 (the “Estimated Principal Amount”), less approximately $15,000 of net original issue discount estimated to be generated based on current market conditions. Net original issue discount is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is lower than the face value of such bonds. Such Estimated Principal Amount less such estimated net original issue discount amount would produce approximately $4,625,000 of gross proceeds.

True Interest Cost of the Series 2023 Bonds. The Municipal Advis or has informed the Community Facilities District that, a ssuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith esti mate of the true interest cost of the Series 2023 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 Series 2023 Bonds, is 5.13%.

Finance Charg e of the Series 2023 Bonds. The Municipal Advisor has informed the Community Facilities District that, a ssuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and 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 Series 2023 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Series 2023 Bonds), is $316,000.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Community Facilities District that, assuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and sold, and based on market in terest 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 Community Facilities District for sale of the Series 2023 Bonds, less the finance charge of the Series 2023 Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Series 2023 Bonds, is $3,927,000.

Total Payment Amount . The Municipal Advisor has informed the Community Facilities District that, assuming that the Estimated Principal Amount of the Series 2023 Bonds is issued and 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 payment s the Community Facilities District will make to pay debt service on the Series 2023 Bonds, plus the finance charge for the Series 2023 Bonds, as described above, not paid with the proceeds of the 170

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Series 2023 Bonds, calculated to the final maturity of the Series 2023 Bonds, is $8,997,000, which excludes any reserves or capitalized interest funded or paid with proceeds of the Series 2023 Bonds (which may offset such total payment amount).

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates . The actual principal amount of the Series 2023 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount 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 Series 2023 Bonds being different than the date assumed for purposes of such estimates , (b) the actual principal amount of Series 2023 Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Series 2023 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 Series 2023 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Community Facilities District’s financing plan, or a combination of such factors. The actual date of sale of the Series 2023 Bonds and the actual principal amount of Series 2023 Bonds issued and sold will be determined by the Community Facilities District based on the timing of the need for proceeds of the Series 2023 Bonds and other factors. The actual interest rates borne by the Series 2023 Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Series 2023 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 Community Facilities District. 171

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CITY OF FONTANA )

COUNTY OF SAN BERNARDINO )

STATE OF CALIFORNIA )

I, Germaine Key, City Clerk of the City of Fontana, California, and Ex-Officio Clerk of the City Council, do hereby certify that the foregoing Res olution is the actual Resolution duly and regularly adopted by the City Council of said City at a regular meeting thereof, held on _________, 2023, by the following vote to-wit:

AYES:

NOES:

ABSENT:

City Clerk

Mayor

ATTEST:

City Clerk

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INDENTURE

by and between

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99
(THE RETREAT)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS TRUSTEE

Dated as of _______ 1, 2023

Relating to
City of Fontana
Community Facilities District No. 99
(The Retreat)
Special Tax Bonds

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Page

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ARTICLE I DEFINITIONS; EQUAL SECURITY ........................................................................3 Section 1.01. Definitions......................................................................................................3 Section 1.02. Rules of Construction ....................................................................................9 Section 1.03. Equal Security ..............................................................................................10 ARTICLE II THE BONDS ............................................................................................................11 Section 2.01. Authorization of Bonds; Special, Limited Obligations ................................11 Section 2.02. Terms of Series 2023 Bonds ........................................................................11 Section 2.03. Execution of Bonds ......................................................................................12 Section 2.04. Authentication of Bonds ..............................................................................12 Section 2.05. Registration Books .......................................................................................13 Section 2.06. Transfer and Exchange of Bonds .................................................................13 Section 2.07. Book-Entry System ......................................................................................13 Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen ................................................15 Section 2.09. Temporary Bonds.........................................................................................16 ARTICLE III ISSUANCE OF SERIES 2023 BONDS; APPLICATION OF PROCEEDS; ADDITIONAL BONDS ..................................................................................17 Section 3.01. Issuance of Series 2023 Bonds ....................................................................17 Section 3.02. Application of Proceeds ...............................................................................17 Section 3.03. Costs of Issuance Fund ................................................................................17 Section 3.04. Improvement Fund .......................................................................................18 Section 3.05. Conditions for the Issuance of Additional Bonds ........................................19 Section 3.06. Procedure for the Issuance of Additional Bonds .........................................20 Section 3.07. Additional Bonds .........................................................................................21 ARTICLE IV REDEMPTION OF BONDS ..................................................................................22 Section 4.01. Redemption of Series 2023 Bonds ...............................................................22 Section 4.02. Notice of Redemption ..................................................................................24 Section 4.03. Selection of Bonds for Redemption .............................................................24 Section 4.04. Partial Redemption of Bonds .......................................................................25 Section 4.05. Effect of Notice of Redemption ...................................................................25 ARTICLE V SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS .......................26 Section 5.01. Pledge ...........................................................................................................26 Section 5.02. Special Tax Fund .........................................................................................26 Section 5.03. Bond Fund ....................................................................................................27 174

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Section 5.04. Reserve Fund ...............................................................................................28 Section 5.05. Redemption Fund .........................................................................................28 Section 5.06. Rebate Fund .................................................................................................29 Section 5.07. Administrative Expense Fund ......................................................................29 Section 5.08. Investment of Moneys..................................................................................30 ARTICLE VI COVENANTS ........................................................................................................32 Section 6.01. Collection of Special Tax Revenues ............................................................32 Section 6.02. Foreclosure ...................................................................................................32 Section 6.03. Compliance with Act ...................................................................................33 Section 6.04. Punctual Payment.........................................................................................33 Section 6.05. Extension of Payment of Bonds ...................................................................33 Section 6.06. Against Encumbrances; Defense of Pledge .................................................33 Section 6.07. Tax Covenants .............................................................................................33 Section 6.08. Non-Cash Payments of Special Tax ............................................................34 Section 6.09. Reduction in Special Tax .............................................................................34 Section 6.10. Continuing Disclosure .................................................................................34 Section 6.11. Accounting Records .....................................................................................34 Section 6.12. State Reporting.............................................................................................35 Section 6.13. Annual Reports to the California Debt and Investment Advisory Commission ...............................................................................................35 Section 6.14. Further Assurances .......................................................................................35 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES ........................................................36 Section 7.01. Events of Default .........................................................................................36 Section 7.02. Foreclosure ...................................................................................................36 Section 7.03. Other Remedies ............................................................................................36 Section 7.04. Remedies Not Exclusive ..............................................................................37 Section 7.05. Application of Net Special Tax Revenues After Default .............................37 Section 7.06. Power of Trustee to Enforce ........................................................................37 Section 7.07. Owners’ Direction of Proceedings ...............................................................38 Section 7.08. Limitation on Owners’ Right to Sue ............................................................38 Section 7.09. Absolute Obligation .....................................................................................38 Section 7.10. Termination of Proceedings .........................................................................38 175

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Section 7.11. No Waiver of Default ...................................................................................39 ARTICLE VIII TRUSTEE ............................................................................................................40 Section 8.01. Duties and Liabilities of Trustee ..................................................................40 Section 8.02. Qualifications; Removal and Resignation; Successors ................................40 Section 8.03. Liability of Trustee ......................................................................................41 Section 8.04. Right to Rely on Documents and Opinions .................................................43 Section 8.05. Accounting Records and Financial Statements............................................43 Section 8.06. Preservation and Inspection of Documents..................................................43 Section 8.07. Compensation and Indemnification .............................................................43 ARTICLE IX SUPPLEMENTAL INDENTURES .......................................................................45 Section 9.01. Supplemental Indentures ..............................................................................45 Section 9.02. Effect of Supplemental Indenture ................................................................46 Section 9.03. Endorsement of Bonds; Preparation of New Bonds ....................................46 Section 9.04. Amendment of Particular Bonds ..................................................................46 ARTICLE X DEFEASANCE ........................................................................................................47 Section 10.01. Discharge of Indenture ...............................................................................47 Section 10.02. Bonds Deemed To Have Been Paid ...........................................................47 Section 10.03. Unclaimed Moneys ....................................................................................48 ARTICLE XI MISCELLANEOUS ...............................................................................................49 Section 11.01. Notices .......................................................................................................49 Section 11.02. Successor Is Deemed Included in All References to Predecessor .............49 Section 11.03. Limitation of Rights ...................................................................................49 Section 11.04. Destruction of Bonds .................................................................................50 Section 11.05. Severability of Invalid Provisions ..............................................................50 Section 11.06. Evidence of Rights of Owners ...................................................................50 Section 11.07. Disqualified Bonds.....................................................................................50 Section 11.08. Money Held for Particular Bonds ..............................................................51 Section 11.09. Funds and Accounts ...................................................................................51 Section 11.10. Business Days ............................................................................................51 Section 11.11. Waiver of Personal Liability ......................................................................51 Section 11.12. Conflict with Act........................................................................................51 Section 11.13. Conclusive Evidence of Regularity ...........................................................51 176

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Section 11.14. Governing Laws .........................................................................................52 Section 11.15. Electronic Signature ...................................................................................52 Section 11.16. Execution in Several Counterparts .............................................................52 EXHIBIT A PERMITTED INVESTMENTS ........................................................................... A-1 EXHIBIT B FORM OF SERIES 2023 BOND ...........................................................................B-1 177

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INDENTURE
THIS INDENTURE (this “Indenture”), dated as of _______ 1, 2023, is by and between CITY OF FONTANA COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT ), a community facilities district organized and existing under the laws of the State of California (the “Community Facilities District”), and U.S. BANK TRUST COMPANY, NAT IONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the City Council of the City of Fontana has formed the Community Facilities District under the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”); WHEREAS, the Community Facilities District is authorized under the Act to levy a special tax (the “Special Tax”) to pay for the costs of certain public facilities (the “Facilities”) and to issue bonds payable from the Special Tax;
WHEREAS, in order to provide funds to finance certain of the Facilities, the Community Facilities District desires to provide for the issuance of City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Series 2023 Bonds”), in the aggregate principal amount of not to exceed $_________; WHEREAS, the Community Facilities District desires to provide for the issuance of additional bonds (the “Additional Bonds”) for refunding purposes payable from the Special Tax on a parity with the Series 2023 Bonds, provided that said issuance is in accordance wit h the Act and this Indenture (the Series 2023 Bonds and any such Additional Bonds being collectively referred to as the “Bonds”);
WHEREAS, 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, premium, if any, and interest thereon, the Community Facilities District has authorized the execution and delivery of this Indenture; and WHEREAS, the Community Facilities District has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Community Facilities District, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special, limited obligations of the Community Facilities District, and to 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 this Indenture has been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding unde r 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 in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 178

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Bonds by the owners thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Community Facilities District does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows:
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ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any certificate, opinion or other document herein mentioned, have the meanings herein specified.
“Act” means the Mello -Roos Community Facilities Act of 1982, constituting Sections 53311 et seq. of the California Government Code.
“Additional Bonds” means Bonds other than Series 2023 Bonds issued hereunder in accordance with the provisions of Sections 3.05 and 3.06. “Administrative Expense Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.07.
“Administrative Expenses” means costs directly related to the administration of the Community Facilities District, including: the costs of computing the Special Tax and preparing the annual Special Tax collection schedules and th e costs of collecting the Special Tax, the costs of remitting the Special Tax to the Trustee, the fees and costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under this Indenture, the costs incurred by the Community Facilities District in complying with the disclosure provisions of any continuing disclosure undertaking and this Indenture, including those related to public inquiries regarding the Special Tax and disclosures to Owners, the costs of the Community F acilities District related to an appeal of the Special Ta x, any amounts required to be rebated to the federal government in order for the Community Facilities District to comply with Section 6.07, an allocable share of the salaries of the City staff providing services on behalf of the Community Facilities District directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto, and the costs of foreclosure of any delinquent Special Tax. “Annual Debt Service” means, for each Bond Year, the sum of (a) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of mandatory sinking fund redemptions), and (b) the principal of the Outstanding Bonds due in such Bond Year (including by reason of mandatory sinking fund redemptions).
“Authorized Denominations” means (a) with respect to the Series 2023 Bonds, $5,000 and any integral multiple thereof, and (b) with respect to each Serie s of Additional Bonds, the authorized denominations for such Series of Additional Bonds specified in the Supplemental Indenture pursuant to which such Additional Bonds are issued. “Authorized Representative” means, with respect to the Community Facilities District, the City Manager of the City and the Chief Financial Officer, Management Services, of the City, and any other Person designated as an Authorized Representative of the Community Facilities District in a Written Certificate of the Community Facilities District filed with the Trustee. 180

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“Average Annual Debt Service” means the average of the Annual Debt Service for all Bond Years, including the Bond Year in which the calculation is made. “Beneficial Owner s” means those Persons for which the Participants have caused the Depository to hold Book-Entry Bonds.
“Bond Counsel” means a firm of nationally recognized bond counsel selected by the Community Facilities District.
“Bond Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.03.
“Bond Year” means the twelve-month period beginning on September 2 in each year and extending to the next succeeding September 1, both dates inclusive, except that the first Bond Year shall begin on the Closing Date and end on September 1, 2023. “Bonds” means the City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds issued hereunder, and includes the Series 2023 Bonds and any Additional Bonds.
“Book-Entry Bonds” means the Bonds of a Series registered in the name of the Depository, or the Nominee thereof, as the registered owner thereof pursuant to the terms and provisions of Section 2.07.
“Business Day” means a day that is not (a) a Satur day, Sunday or legal holiday in the State, (b) a day on which banking institutions in the State, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed. “Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Fontana, a general law city organized and existing under the laws of the State, and its successors.
“City Council” means the City Council of the City.
“Closing Date” means the date upon which the Series 2023 Bonds are delivered to the Original Purchaser, being _________, 2023.
“Code” means the Internal Revenue Code of 1986.
“Community Benefit Facilities Account” means the account by that name within the Improvement Fund established and held by the Trustee pursuant to Section 3.04. “Community Benefit Facilities” means Construction Facilities, the costs of which are paid from the Community Benefit Facilities Account.
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“Community Facilities District” means City of Fontana Community Facilities District No. 99 (The Retreat), a community facilities district organized and existing under the laws of the State, and its successors.
“Construction Account” means the account by that name within the Improvement Fund established and held by the Trustee pursuant to Section 3.04. “Construction Facilities” means streets, including grading, paving, curbs and gutters, sidewalks, st reet signalization and signage, street lights and parkway and landscaping related thereto, sewers, storm drains, fire protection facilities, police facilities, public facilities, landscaping, library facilities, park and recreational facilities, and land, rights-of-way and easements necessary for any of such facilities.
“Corresponding Bond Year” means, with respect to any Fiscal Year, the Bond Year that commences in such Fiscal Year.
“Costs of Issuance” means all items of expense directly or indirectly paya ble by or reimbursable to the Community Facilities District relating to the authorization, issuance, sale and delivery of the Bonds, including printing expenses, rating agency fees, filing and recording fees, initial fees, expenses and charges of the Trustee and its counsel, including the Trustee’s first annual administrative fee, fees, charges and disbursements of attorneys, municipal advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, any premium for bond insurance securing payment of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds. “Costs of Issuance Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03.
“County” means the County of San Bernardino, a county and political subdivision of the State organized and existing under the laws of the State, and any successor thereto. “County Assessor” means the Assessor of the County.
“County Auditor” means the Auditor-Controller of the County. “Defeasance Securities” means (a) non-callable direct obligations of the United States of America (“United States Treasury Obligations”), and (b) evidences of ownership of proportionate interests in future interest and principal payments on United States Treasury Obligations 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 United States Treasury Obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated.
“Depository” means DTC, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.07. “Developer” means Lennar Homes of California, LLC , a limited liability company organized and existing under the laws of the State of California, and any successor thereto. 182

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“Developer Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of _______ 1, 2023, executed by the Developer, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “District Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of _______ 1, 2023, by and between the Community Facilities District and U.S. Bank Trust Company, National Association , in its capacity as Trustee and in its capacity as dissemination agent thereunder, as originally executed and as it may be amended , supplemented or otherwise modified from time to time in accordance with the terms thereof. “DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York.
“Event of Default” means any event specified in Section 7.01. “Facilities” means the public facilities authorized to be financed by the Community Facilities District, as described in the Resolution of Formation. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve -month period hereafter selected and designated as the official fiscal year period of the Community Facilities District. “Improvement Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.04.
“Indenture” means this Indenture, dated as of _______ 1, 2023 , by and between the Community Facilities District and U.S. Bank Trust Company, National Association, as Trustee, as originally executed and as it may be modified or amended from time to time by any Supplemental Indenture.
“Independent Consultant” means any consultant or firm of such consultants selected by the Community Facilities Distri ct and who, or each of whom (a) is generally recognized to be qualified in the financial consulting field, (b) is in fact independent and not under the control of the Community Facilities District or the City, (c) does not have any substantial interest, di rect or indirect, with or in the Community Facilities District or the City, with or in any owner of real property in the Community Facilities District or in any real property in the Community Facilities District, and (d) is not connected with the Community Facilities District or the City as an officer or employee thereof, but who may be regularly retained to make reports to the Community Facilities District or the City.
“Interest Account” means the account by that name within the Bond Fund established and held by the Trustee pursuant to Section 5.03.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing [September 1, 2023].
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“Letter of Representations” means the Letter of Representations from the Community Facilities District to the Depository, in which the Community Facilities District makes certain representations with respect to issues of its securities for deposit by the Depository. “Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year, including the Bond Year in which the calculation is made. “Moody’s” means Moody’s Investors Service, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other national ly recognized securities rating agency selected by the Community Facilities District. “Net Special Tax Revenues” means Special Tax Revenues, less amounts required to pay Administrative Expenses.
“Nominee” means the nominee of the Depository, which may be t he Depository, as determined from time to time pursuant to Section 2.07.
“Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California or such other office as may be specified to the Community Facilities Distr ict by the Trustee in writing; provided, however, 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 trust agency business shall be conducted, which other office or agency shall be specified to the Community Facilities District by the Trustee in writing.
“Ordinance” means any ordinance adopted by the City Council levying the Special Tax. “Original Purchaser” means the original purchaser of the Series 2023 Bonds from the Community Facilities District.
“Outstanding” means, when used as of any particular time with reference to Bonds, subject to the provisions of Section 11.07, all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation, (b) Bonds with respect to which all liability of the Community Facilities District shall have been discharged in accordance with Section 10.01, and (c) Bonds in lieu of which other Bonds shall have been authenticated and delivered by the Trustee, or that have been paid without surrender thereof, pursuant to Section 2.08. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity that is recognized as a participant by DTC in the book - entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” has the meaning ascribed to such term in the District Continuing Disclosure Agreement and the Developer Continuing Disclosure Certificate. 184

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“Permitted Investments” is defined in Exhibit A hereto. “Person” means an individual, c orporation, limited liability company, firm, association, partnership, trust or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Account” means the account by that name within the Bond Fund established and held by the Trustee pursuant to Section 5.03.
“Rate and Method” means the rate and method of apportionment of the Special Tax approved by the qualified electors of the Community Facilities District. “Rebate Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.06.
“Rebate Requirement” has the meaning ascribed to such term in the Tax Certificate. “Record Date” means, with respect to interest payable on any Interest Payment Date, the 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 and held by the Trustee pursuant to Section 5.05.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05. “Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.04.
“Reserve Requirement” means, as of the date of any calculation, the least of (a) “10% of the proceeds of the issue,” within the meaning of Section 148 of the Code (excluding Bonds refunded with the proceeds of subsequently issued Bonds), (b ) Maximum Annual Debt Service, and (c) 125% of Average Annual Debt Service.
“Resolution of Formation” means Resolution No. 2020-082, adopted by the City Council on July 14, 2020, as originally adopted and as it may be amended , supplemented or otherwise modified from time to time.
“S&P” means S&P Global Ratings , a business unit of Standard and Poor’s Financial Services, LLC, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Community Facilities District.
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“Series” means the initial series of Bonds executed, authenticated and deli vered on the date of initial issuance of the Bonds and designated pursuant to this Indenture as the Series 2023 Bonds, and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate Series of Bonds.
“Series 2023 Bonds” means the City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023, issued hereunder. “Special Tax” means the special tax described and defined in the Rate and Method as the “Special Tax” approved by the qualified electors of the Community Facilities District. “Special Tax Fund” means the fund by that name established and held by the Trustee pursuant to Section 5.02.
“Special Tax Revenues” means the proceeds of the Special Tax received by or on behalf of the Community Facilities District, including any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax, which shall be limited to the amount of said lien and interest and penalties thereon.
“State” means the State of California.
“Supplemental Indenture” means any supplemental indenture modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Community Facilities District at the time of issuance of the Series 2023 Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may be amended , supplemented or otherwise modified from time to time in accordance with the terms thereof. “Trustee” means U.S. Bank Trust Company, Natio nal Association, a national banking association organized and existing under the laws of the United States of America, or any successor thereto as Trustee hereunder substituted in its place as provided herein. “Verification Report” means, with respect to the deemed payment of Bonds pursuant to clause (ii) of Section 10.02(a), a report of a nationally recognized certified public accountant, or firm of such accountants, verifying that the Defeasance Securities and cash, if any, deposited in connection with such deemed payment satisfy the requirements of clause (ii) of Section 10.02(a). “Written Certificate” and “Written Request” of the Community Facilities District mean, respectively, a written certificate or written request signed in the name of the Community Facilities District by an Authorized Representative. Any such certificate or request 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. Rules of Construction . (a) The terms defined herein expressed in the singular shall, unless the context otherwise indicates, include the plural and vice versa. 186

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(b) The use herein of the masculine, feminine or neuter gender is for convenience only and shall be deemed and construed to include correlative words of the masculine, feminine or neuter gender, as appropriate.
(c) References herein to a document shall include all amendments, supplements or other modifications to such document, and any replacements, substitutions or novation of, that document.
(d) Any term defined herein by reference to another document shall continue to have the meaning ascribed thereto whether or not such other document remains in effect. (e) The use herein of the words “including” and “includes,” and words of similar import, shall be deemed to be followed by the phrase “without limitation.” (f) 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.
(g) All references herein to designated “Articles,” “Sections,” “Exhibits,” “subsections,” “paragraphs,” “clauses,” and other subdivisions are to the designated Articles, Sections, Exhibits, subsections, paragraphs, clauses, and other subdivisions of this Indenture. (h) The words “hereof” (except when preceded by a specific Section or Article reference) “herein,” “hereby,” “hereunder,” “hereinabove,” “hereinafter,” and other equivalent words and phrases used herein refer to this Indenture and not solely to the particular portion hereof in which any such word is used.
(i) Any reference to a Person, or a Person in a specified capacity, shall be construed to include such Person’s successors or such Person’s successors in such capacity, as the case may be.

Section 1.03. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Community Facilities District, the Trus tee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds that may from time to time be a uthorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Community Facilities District shall be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. 187

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ARTICLE II

THE BONDS
Section 2.01. Authorization of Bonds ; Special , Limited Obligations. (a) The Community Facilities D istrict hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture, the Act and other applicable laws of the State. The Bonds may consist of one or more Series of Bonds of varying dates, maturities, interest rates and othe r provisions, subject to the provisions and conditions contained herein. The Bonds shall be designated generally as the “City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds,” each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Bonds. (b) The Bonds shall be special , limited obligations of the Community Facilities District, payable, as provided herein, solely from Net Special Tax Revenues and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Community Facilities District (except to the limited extent set forth herein), th e City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds.

Section 2.02. Terms of Series 2023 Bonds. (a) The Series 2023 Bonds shall be designated “City of Fontana Community Facilities District No. 99 (The Retrea t) Special Tax Bonds, Series 2023.” The aggregate principal amount of Series 2023 Bonds that may be issued and Outstanding under this Indenture shall not exceed $_________, except as may be otherwise provided in Section 2.08.
(b) The Series 2023 Bonds shall be issued in fully-registered form without coupons in Authorized Denominations, so long as no Series 2023 Bond shall have more than one maturity date. The Series 2023 Bonds shall be dated as of the Closing Date, shall be in the aggregate principal amount of $_________, shall mature on September 1 of each year, shall bear interest at the rates per annum (calculated on the basis of a 360-day year comprised of twelve 30-day months) and shall be in the principal amounts as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
$ %

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(c) Interest on the Series 2023 Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2023 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Series 2023 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Series 2023 Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2023 Bonds at their respective addresses shown on the Registration Books a s of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Series 2023 Bond that is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Series 2023 Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. (d) The principal of the Series 2023 Bonds shall be payable in lawful money of the United States of Am erica upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
(e) The Series 2023 Bonds shall be subject to redemption as provided in Article IV. (f) The Series 2023 Bonds shall be in substantially the form set for th in Exhibit B hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.03. Execution of Bonds . The Bonds shall be executed in the name and on behalf of the Community Facilities District with the manual or facsimile signature of the Mayor of the City attested by the manual or facsimile signature of the City Clerk of the City. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers who shall have signed or attested any of the Bonds shall cease to be such officers before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Community Facilities District, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Community Facilities District as though those who signed and attested the same had continued to be such officers, and also any Bonds may be signed and attested on behalf of the Community Facilities District by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the City although at the nominal date of such Bonds any such Person shall not have been such officer of the City.

Section 2.04. Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit B hereto for the Series 2023 Bonds, 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 189

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evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.05. Registration Books . The Trustee shall keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the Community Facilities District. 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.

Section 2.06. Transfer and Exchange of Bonds. (a) Any Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Bond to the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be so surrendered for transfer, the Community Facilities District shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series and maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. (b) The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series and maturity of other Authorized Denominations.

The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. (c) The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption.

Section 2.07. Book-Entry System. (a) Prior to the issuance of a Series of Bonds, the Community Facilities District may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds, and in such event, the Bonds of such Series for each maturity date shall be in the form of a separate single fully -registered Bond (which may be typewritten). Upon initial issuance, the ownership of each such Bond of such Series shall be registered in the Registration Books in the name of the Nominee, as nominee of the Depository. The Series 2023 Bonds shall initially be issued as Book-Entry Bonds.

Payment of principal of, and interest and premium, if any, on, any Book -Entry Bond registered in the name of the Nominee shall be made on the applicable payment date by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of the Nominee. Such payments shall be made to the Nominee at the address that is, on the Record Date, shown for the Nominee in the Registration Books. (b) With respect to Book -Entry Bonds, the Community Facilities District and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of which such a Participant holds an interest in such Book -Entry Bonds. Without limiting the 190

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immediately preceding sentence, the Community Facilities District and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in Book -Entry Bonds, (ii) the delivery to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any notice with respect to Book -Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in Book-Entry Bonds of a maturity to be rede emed in the event such Book -Entry Bonds are redeemed in part, (iv) the payment to any Participant or any other Person, other than an Owner as shown in the Registration Books, of any amount with respect to principal of, or premium, if any, or interest on Bo ok-Entry Bonds, or (v) any consent given or other action taken by the Depository as Owner. (c) The Community Facilities District and the Trustee may treat and consider the Person in whose name each Book -Entry Bond is registered in the Registration Books as the absolute Owner of such Book -Entry Bond for the purpose of payment of principal of, and premium, if any, and interest on such Bond, for the purpose of selecting any Bonds, or portions thereof, to be redeemed, for the purpose of giving notices of redemption and other matters with respect to such Book -Entry Bond, for the purpose of registering transfers with respect to such Book-Entry Bond, for the purpose of obtaining any consent or other action to be taken by Owners and for all other purposes whatsoever, and the Community Facilities District and the Trustee shall not be affected by any notice to the contrary.
(d) In the event of a redemption of all or a portion of a Book -Entry Bond, the Depository, in its discretion (i) may request the Trustee to authenticate an d deliver a new Book - Entry Bond, or (ii) if the Depository is the sole Owner of such Book -Entry Bond, shall make an appropriate notation on the Book-Entry Bond indicating the date and amounts of the reduction in principal thereof resulting from such redemp tion, except in the case of final payment, in which case such Book-Entry Bond must be presented to the Trustee prior to payment. (e) The Trustee shall pay all principal of, and premium, if any, and interest on the Book-Entry Bonds only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State) the respective Owner, as shown in the Registration Books, or such Owner’s respective attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations with respect to payment of principal of, and premium, if any, and interest on the Book -Entry Bonds to the extent of the sum or sums so paid.

No Person other than an Owner, as shown in the Registration Books, shall receive an authenticated Book-Entry Bond. Upon delivery by the Depository to the Owners, the Community Facilities District and the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Indenture shall refer to such nominee of the Depository. (f) In order to qualify the Book-Entry Bonds for the Depository’s book-entry system, the Community Facilit ies District shall execute and deliver to the Depository a Letter of Representations. The execution and delivery of a Letter of Representations shall not in any way impose upon the Community Facilities District or the Trustee any obligation whatsoever with respect to Persons having interests in such Book-Entry Bonds other than the Owners, as shown on the Registration Books. Such Letter of Representations may provide the time, form, content and manner of transmission, of notices to the Depository. In addition to the execution and delivery of 191

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a Letter of Representations by the Community Facilities District, the Community Facilities District and the Trustee shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for the Depository’s book-entry program. (g) In the event the Community Facilities District determines that it is in the best interests of the Beneficial Owners that they be able to obtain certificated Bonds and that such Bonds should there fore be made available, and notifies the Depository and the Trustee of such determination, the Depository will notify the Participants of the availability through the Depository of certificated Bonds. In such event, the Trustee shall transfer and exchange certificated Bonds as requested by the Depository and any other Owners in appropriate amounts. In the event (i) the Depository determines not to continue to act as securities depository for Book-Entry Bonds, or (ii) the Depository shall no longer so act an d gives notice to the Trustee of such determination, then the Community Facilities District shall discontinue the Book-Entry system with the Depository. If the Community Facilities District determines to replace the Depository with another qualified securities depository, the Community Facilities District shall prepare or direct the preparation of a new single, separate, fully-registered Bond of the appropriate Series for each maturity date of such Book-Entry Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee. If the Community Facilities District fails to identify another qualified securities depository to replace the Depository, then the Book -Entry Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging such Bonds shall designate, in accordance with the provisions of Sections 2.06, 2.08 and 2.09. Whenever the Depository requests the Community Facilities District to do so, the Community Facilities District shall cooperate with the Depository in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Book-Entry Bonds to any Participant having Book -Entry Bonds credited to its account with the Depository, and (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Book-Entry Bonds. (h) Notwithstanding any other pr ovision of this Indenture to the contrary, if the Depository is the sole Owner of the Bonds of a Series, so long as any Book -Entry Bond of such Series is registered in the name of the Nominee, all payments of principal of, and premium, if any, and interest on such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed by the Depository.
(i) In connection with any notice or other communica tion to be provided to Owners pursuant to this Indenture by the Community Facilities District or the Trustee, with respect to any consent or other action to be taken by Owners of Book -Entry Bonds, the Trustee shall establish a record date for such consent or other action and give the Depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the Community Facil ities District, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of the same Series and maturity in a like principal amount 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 delivered to, or upon the order of, the Community 192

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Facilities District. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity reasonably satisfactory to the Trustee shall be given, the Community Facilities District, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of the same Series and maturity in a like aggregate principal amount in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Community Facilities District may require payment by the Owner of a sum not exceeding the actual cost of preparing the replacement Bond delivered thereto under this Section and the expenses incurred by the Community Facilities District and the Trustee in connection therewith. Any Bond of a Series issued under the provisions of this Section in lieu of any Bond of such Series alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Community Facilities District 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 of such Series secured by this Indenture.

Section 2.09. Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Community Facilities District, shall be in fully -registered form without coupons and may contain such refer ence to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Community Facilities District and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Community Facilities District issues temporary Bonds of a Series it shall execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver, in exchange for such temporary Bonds, an equal aggregate principal amount of definitive Bonds of such Series and maturities in Authorized Denominations. Until so exc hanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.
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ARTICLE III

ISSUANCE OF SERIES 2023 BONDS; APPLICATION OF PROCEEDS;

ADDITIONAL BONDS
Section 3.01. Issuance of Series 2023 Bonds. The Community Facilities District may, at any time, execute the Series 2023 Bonds and deliver the same to the Trustee. The Trustee shall authenticate the Series 2023 Bonds and deliver the Series 2023 Bonds to the Original Pur chaser upon receipt of a Written Request of the Community Facilities District and upon receipt of the purchase price therefor.

Section 3.02. Application of Proceeds. (a) On the Closing Date, the proceeds of the sale of the Series 2023 Bonds received by the Trustee, $_________, shall be deposited by the Trustee as follows:
(i) the Trustee shall deposit the amount of $_________ in the Costs of Issuance Fund;
(ii) the Trustee shall de posit the amount of $_________ in the Reserve Fund, which is equal to the Reserve Requirement;
(iii) the Trustee shall deposit the amount of $_________ in the Construction Account; and
(iv) the Trustee shall deposit the amount of $_________ in the Community Benefit Facilities Account.
(b) On the Closing Date, the amount transferred by the Community Facilities District to the Trustee , $_________, which consists of amounts of the Special Tax coll ected by the Community Facilities District, shall be deposited by the Trustee as follows:
(i) the Trustee shall deposit the amount of $_________ in the Interest Account; (ii) the Trustee shall deposit the amount of $_________ in the Construction Account;
(iii) the Truste e shall deposit the amount of $_________ in the Community Benefit Facilities Account; and
(iv) the Trustee shall deposit the amount of $_________ in the Administrative Expense Fund.

Section 3.03. Costs of Issuance Fund . (a) The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, the Trustee shall deposit in the Costs of Issuance Fund the amount required to be deposited therein pursuant to Section 3.02. There shall additionally be deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued. 194

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(b) The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment is a proper charge against the Costs of Issuance Fund, and (v) that such amount has not been the subject of a prior disbursement from the Costs of Issua nce Fund, in each case together with a statement or invoice for each amount requested thereunder. On the last Business Day that is no later than six months after the Closing Date, the Trustee shall transfer any amount remaining in the Costs of Issuance Fund to the Construction Account and, upon making such transfer, the Costs of Issuance Fund shall be closed.
(c) If the Costs of Issuance Fund has been closed in accordance with the provisions hereof, the Costs of Issuance Fund shall be reopened and reestablished by the Trustee in connection with the issuance of any Additional Bonds, if so provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued.

Section 3.04. Improvement Fund . (a) The Trustee shall establish and maintain a separate fund designated the “Improvement Fund.” Within the Improvement Fund, the Trustee shall establish and maintain a separate account designated the “ Construction Account” and a separate account designated the “C ommunity Benefit Facilities Account.” On the Closing Date, the Trustee shall deposit in the Construction Account and the Community Benefit Facilities Account the respective amounts required to be deposited therein pursuant to Section 3.02.

The moneys in the Construction Account shall be used and withdrawn by the Trustee from time to time to pay the costs of the Construction Facilities upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment constitutes a cost of the Construction Facilities and is a proper charge against the Construction Account, and (v) that such amount has not been the subject of a prior disbursement from the Construction Account or the Community Benefit Facilities Account, in each case together with a statement or invoice for each amount requested thereunder. Additionally, upon submission of a Written Request of the Community Facilities District stating (i ) that a portion of the amount on deposit in the Construction Account is to be transferred to the Community Benefit Facilities Account, and (ii) the amount to be so transferred, the Trustee shall transfer such amount from the Construction Account to the Community Benefit Facilities Account.

Upon the filing of a Written Certificate of the Community Facilities District stating (i) that the portion of the Construction Facilities to be financed from the Construction Account has been completed and that all costs of such Construction Facilities have been paid, or (ii) that such portion of the Construction Facilities has been substantially completed and that all remaining costs of such portion of the Construction Facilities have been determined and specifying the amount to be retained therefor, the Trustee shall (A) if the amount remaining in the Construction Account (less any such retention) is equal to or greater than $25,000, transfer the portion of such amount equal to the largest integral multiple of $5,000 that is not greater than such amount to the Redemption Fund, to be applied to the redemption of Bonds, and (B) after making the transfer, if any, required to be made pursuant to the preceding clause (A), transfer all of the amount remaining in the 195

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Construction Account (less any such retention) to the Bond Fund, to be applied to the payment of interest on the Bonds.
(b) The moneys in the Community Benefit Facilities Account shall be used and withdrawn by the Trustee from time to time to pay the costs of Construction Facilities that constitute Community Benefit Facilities upon submission of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that the Construction Facilities, the costs of which are to be paid, constitute Community Benefit Facilities and such payment constitutes a cost of the Community Benefit Facilities and is a proper charge against the Community Benefit Facilities Account, and (v) that such amount has not been the subject of a prior disbursement from the Community Benefit Facilities Account or the Construction Account , in each case together with a statement or invoice for each amount requested thereunder. Additionally, upon submission of a Written Request of the Community Facilities District stating (i) that a portion of the amount on de posit in the Community Benefit Facilities Account is to be transferred to the Construction Account, and (ii) the amount to be so transferred, the Trustee shall transfer such amount from the Community Benefit Facilities Account to the Construction Account.

Upon the filing of a Written Certificate of the Community Facilities District stating (i) that the portion of the Community Benefit Facilities to be financed from the Community Benefit Facilities Account has been completed and that all costs of such Community Benefit Facilities have been paid, or (ii) that such portion of the Community Benefit Facilities has been substantially completed and that all remaining costs of such portion of the Community Benefit Facilities have been determined and specifying the amount to be retained therefor, the Trustee shall (A) if the amount remaining in the Community Benefit Facilities Account (less any such retention) is equal to or greater than $25,000, transfer the portion of such amount equal to the largest integral multiple of $5,000 that is not greater than such amount to the Redemption Fund, to be applied to the redemption of Bonds, and (B) after making the transfer, if any, required to be made pursuant to the preceding clause (A), transfer all of the amount remaining in the Community Benefit Facilities Account (less any such retention) to the Bond Fund, to be applied to the payment of interest on the Bonds.

Section 3.05. Conditions for the Issuance of Additional Bonds . The Commun ity Facilities District may at any time issue one or more Series of Additional Bonds payable from Net Special Tax Revenues as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
(a) upon the issuance of such Additional Bonds, no Event of Default shall have occurred and be continuing hereunder;
(b) the issuance of such Additional Bonds shall have been authorized under and pursuant to this Indenture and the Act and shall have been provided for by a Supplemental Indenture, which shall specify the following:
(i) the purposes for which the proceeds of such Additional Bonds are to be applied, which purposes may only incl ude one or more of (A) providing 196

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funds to refund any Bonds previously issued hereunder, (B) providing funds to pay Costs of Issuance incurred in connection with the issuance of such Additional Bonds, and (C) providing funds to make any deposit to the Reser ve Fund required pursuant to paragraph (vii) below;
(ii) the designation of such Series of Additional Bonds, the aggregate principal amount of the Additional Bonds of such Series, and the principal amount of, and the interest rate to be borne by, each maturity of such Additional Bonds; (iii) that such Additional Bonds shall be payable as to interest on the Interest Payment Dates, except that the first installment of interest may be payable on either March 1 or September 1 and shall be for a period of not longer than twelve months;
(iv) the date, th e maturity date or dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that each such maturity date and date on which a mandatory sinking fund redemption is to be made shall be a September 1 and, provided, further, that serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(v) the redemption premiums and terms, if any, for such Additional Bonds;
(vi) the form of such Additional Bonds;
(vii) the amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Reserve Fund; provided, however, that the amount on deposit in the Reserve Fund at the time that such Additional Bonds become Outstanding shall be at least equal to the Reserve Requirement; and (viii) such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof;
(c) Annual Debt Service in each Bond Year, calculated for all Bonds that will be Outstanding after the issuance of such Additional Bonds, will be less than or equal to Annual Debt Service in such Bond Year, calculated for all Bonds that are Outstanding immediately prior to the issuance of such Additional Bonds.

Nothing contained herein shall limit the issuance of any special tax bonds payable from the Special Tax if, after the issuance and delivery of such special tax bonds, none of the Bonds theretofore issued hereunder will be Outstanding.

Section 3.06. Procedure for the Issuance of Additional Bonds . At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Community Facilities District for issuance hereunder and shall be delivered to the Trustee 197

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and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) a certified copy of the Supplemental Indenture authorizing t he issuance of such Additional Bonds;
(b) a Written Request of the Community Facilities District as to the delivery of such Additional Bonds;
(c) a Written Certificate of the Community Facilities District stating that the conditions precedent to the issuance of su ch Additional Bonds specified in Section 3.05 have been satisfied;
(d) an opinion of Bond Counsel substantially to the effect that (i) this Indenture, as modified and amended by all Supplemental Indentures theretofore, or thereupon being, entered into, has been duly authorized, executed and delivered by, and constitutes the valid and binding obligation of, the Community Facilities District, (ii) such Additional Bonds constitute valid and binding special , limited obligations of the Community Facilities District, and (iii) the issuance of such Additional Bonds, in and of itself, will not adversely affect the exclusion of interest on the Bonds Outstanding prior to the issuance of such Additional Bonds from gross income for federal income tax purposes; (e) the proceeds of the sale of such Additional Bonds; and (f) such further documents or money as are required by the provisions hereof or by the provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.

Section 3.07. Additional Bonds. So long as any of the Bonds remain Outstanding, the Community Facilities District shall not issue any Additional Bonds or obligations payable from Net Special Tax Revenues on a parity with the Bonds, except pursuant to Sections 3.05 and 3.06.

So long as any of the Bonds remain Outstanding, the Community Facilities District shall not issue any obligations payable from Net Special Tax Revenues on a basis senior to the Bonds. The Community Facilities District may issue obligations payable from Net Special Tax Revenues on a basis subordinate to the Bonds, without complying with Sections 3.05 and 3.06. 198

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ARTICLE IV

REDEMPTION OF BONDS
Section 4.01. Redemption of Series 2023 Bonds. (a) Optional Redemption. The Series 2023 Bonds maturing on and after September 1, 20__, shall be subject to optional redemption, in whole, or in part in Authorized Denominations, on any date on or after September 1, 20__, from any source of available funds, at the following respective Redemption Prices (expressed as percentages of the princi pal amount of the Series 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

The Community Facilities District shall give the Trustee written notice of its intention to redeem Series 2023 Bonds pursuant to this subsection not less than 45 days prior to the applicable redemption date, unless a later date is agreed to by the Trustee. (b) Mandatory Redemption from Special Tax Prepayments. The Series 2023 Bonds shall be subject to mandatory redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from and to the extent of Special Tax prepayments required to be applied thereto pursuant to Section 5.02(a) and any amount required to be applied thereto pursuant to Section 5.04(c), at the following respective Redemption Prices (expressed as percentages of the principal amount of the Series 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
Any Interest Payment Date through
March 1, 20__ 103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and thereafter 100

(c) Mandatory Sinking Fund Redemption. The Series 2023 Bonds maturing September 1, 20__ shall be subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 20__, at a Redemption Price equal to the principal amount of the Series 2023 Bonds maturing September 1, 20__ to be redeemed, without prem ium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:
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Sinking Fund
Redemption Date
(September 1)
Principal Amount
to be
Redeemed

(Maturity)

If some but not all of the Series 2023 Bonds maturing on September 1, 20__ are redeemed pursuant to Section 4.01(a), the principal amount of the Series 2023 Bonds maturing on September 1, 20__ to be redeemed pursuant to Section 4.01(c) on any subsequent September 1 shall be reduced, by $5,000 or an integral multiple thereof, as designated by the Community Facilities District in a Written Certificate of the Community Facilities District filed wit h the Trustee; provided, however, that the aggregate amount of such reductions shall not exceed the aggregate amount of the Series 2023 Bonds maturing on September 1, 20__ redeemed pursuant to Section 4.01(a). If some but not all of the Series 2023 Bonds maturing on September 1, 20__ are redeemed pursuant to Section 4.01(b), the principal amount of the Series 2023 Bonds maturing on September 1, 20__ to be redeemed pursuant to Section 4.01(c) on any subsequent September 1 shall be reduced by the aggregate pr incipal amount of the Series 2023 Bonds maturing on September 1, 20__ so redeemed pursuant to Section 4.01(b), such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Community Facilities District.

The Series 2023 Bonds maturing September 1, 20__ shall be subject to mandatory sinking fund redemption, in part, on Septem ber 1 in each year, commencing September 1, 20 __, at a Redemption Price equal to the principal amount of the Series 2023 Bonds maturing September 1, 20__ to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Sinking Fund
Redemption Date
(September 1)
Principal Amount
to be
Redeemed

(Maturity)

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September 1, 20__ to be redeemed pursuant to Section 4.01(c) on any subsequent September 1 shall be reduced by the aggregate principal amount of the Series 2023 Bonds maturing on September 1, 20__ so redeemed pursuant to Section 4.01(b), such reduction to be allocated among redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by the Trustee, notice of which determination shall be given by the Trustee to the Community Facilities District.

Section 4.02. Notice of Redemption . The Trustee on behalf and at the expense of the Community Facilities District shall mail by first class mail notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, at least 30 but not more than 60 days prior to the date fixed for redemption. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, if any, the Bond numbers and the maturity or maturities of the Bonds to be redeemed (except in the event of redemption of all of the Bonds of such maturity or maturities in whole), and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption.

Neither the failure to receive any notice so mailed, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. With respect to any notice of any optional redemption of Bonds, unless at the time such notice is given the Bonds to be redeemed shall be deemed to have been paid within the meaning of Section 10.02, such notice shall state that such redemption is conditional upon receipt by the Trustee, on or prior t o the date fixed for such redemption, of moneys that, together with other available amounts held by the Trustee, are sufficient to pay the Redemption Price of, and accrued interest on, the 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 Community Facilities District shall not be required to redeem such Bonds. In the event a notice of redemption of Bonds contains such a condition and such moneys are not so received, the redemption of Bonds as described in the conditional notice of redemption shall not be made and the Trustee shall, within a reasonable time after the date on which such redemption was to occur, give notice to the Persons and in the manner in which the notice of re demption was given, that such moneys were not so received and that there shall be no redemption of Bonds pursuant to such notice of redemption.

Section 4.03. Selection of Bonds for Redemption . Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Community Facilities District, (b) with respect to any redemption pursuant to Section 4.01(b) and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner that the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds that may be separately redeemed. 201

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Section 4.04. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Community Facilities District shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Community Facilities District, a new Bond or Bonds of the same Series in Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Bonds surrendered.

Section 4.05. Effect of Notice of Redemption . (a) Notice of redemption of the Bonds subject to redemption having been mailed as aforesaid, and moneys for the Redemption Price thereof, and the interest thereon to the applicable date fixed for redemption, having been set aside with the Trustee, such Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. (b) If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mail ed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.
(c) All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed. 202

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ARTICLE V

SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01. Pledge. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act, the Community Facilities District hereby pledges to the Owners, and grants thereto a lien on and a security interest in, all of the Net Special Tax Revenues and any other amounts held in the Special Tax Fund, the Bond Fund and the Reserve Fund. Said pledge shall constitute a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the Community Facilities District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, this Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act.

Section 5.02. Special Tax Fund. (a) The Trustee shall establish and maintain a separate fund designated the “Special Tax Fund.” As soon as practicable after the receipt by the Community Facilities District of any Special Tax Revenues, but in any event no later than the date ten Business Days prior to the Interest Payment Date after such receipt, the Community Facilities District shall transfer such Special Tax Revenues to the Trustee for deposit in the Special Tax Fund; provided, however, that with respect to any such Special Tax Revenues t hat represent a Special Tax prepayment (i) said Special Tax prepayment shall be identified as such in a Written Certificate of the Community Facilities District delivered to the Trustee at the time such Special Tax prepayment is transferred to the Trustee, (ii) the portion of such Special Tax prepayment that is to be applied to the Redemption Price of the Bonds shall be identified in such Written Certificate of the Community Facilities District, shall be deposited by the Trustee in the Redemption Fund and shall be applied to the redemption of Bonds pursuant to Section 4.01(b) and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued, and (iii) the portion of such Special Tax prepayment that is to be applied to the payment of interest on the Bonds to be so redeemed shall be identified in such Written Certificate of the Community Facilities District, shall be deposited by the Trustee in the Interest Account and shall be applied to the payment of such interest.
(b) Upon receipt of a Written Request of the Community Facilities District, the Trustee shall withdraw from the Special Tax Fund and transfer to the Administrative Expense Fund the amount specified in such Written Request of the Community Facilities District a s the amount necessary to be transferred thereto in order to have sufficient amounts available therein to pay Administrative Expenses.
(c) No later than the Business Day immediately preceding each Interest Payment Date, after having made any requested transfer to the Administrative Expense Fund, the Trustee shall withdraw from the Special Tax Fund Net Special Tax Revenues in an amount sufficient to enable the Trustee to make the following transfers in the following order of priority:
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(i) Interest Account. To the Interest Account, the amount, if any, necessary to cause the amount on deposit in the Interest Account to be equal to the interest due on the Bonds on such Interest Payment Date;
(ii) Principal Account. To the Principal Account, the amount, if any, necessary to cause the amount on deposit in the Principal Account to be equal to the principal, if any, due on the Bonds on such Interest Payment Date, including principal due and payable by reason of mandatory sinking fund redemption of such Bonds; and (iii) Reserve Fund. To the Reserve Fund, the amount, if any, necessary to cause the amount on deposit in the Reserve Fund to be equal to the Reserve Requirement.

Upon the receipt of such amounts from the Community Facilities District, the Trustee shall make such transfers in said order of priority.

Section 5.03. Bond Fund. (a) The Trustee shall establish and maintain a separate fund designated the “Bond Fund.” Within the Bond Fund, the Trustee shall establish and maintain a separate account designated the “Principal Account” and a separate account designated the “Interest Account.” The Trustee shall deposit in the Interest Account and the Principal Account from time to time the amounts required to be deposited therein pursuant to Section 5.02. [On the Closing Date, the Trust ee shall deposit in the Interest Account the amount specified in Section

3.02.]
(b) In the event that, on the Business Day prior to an Interest Payment Date , after the deposit in the Interest Account of the amounts required to be deposited therein pursuant to Section

5.02, amounts in the Interest Account are insufficient to pay the interest on the Bonds due and payable on such Interest Payment Date, the Trustee shall withdraw from the Reserve Fund, to the extent of any funds therein, the amount of such insuffic iency, and shall transfer any amounts so withdrawn to the Interest Account.
(c) On each Interest Payment Date, the Trustee shall withdraw from the Interest Account for payment to the Owners of the Bonds the interest on the Bonds then due and payable. (d) In the event that, on the Business Day prior to a September 1 on which principal of the Bonds is due and payable , after the deposit in the Principal Account of the amounts required to be deposited therein pursuant to Section 5.02, including principal due and payable by reason of mandatory sinking fund redemption of the Bonds, amounts in the Principal Account are insufficient to pay such principal, after having withdrawn any amounts from the Reserve Fund required to be withdrawn therefrom on such date pursuant to subsection (b) of this Section, the Trustee shall withdraw from the Reserve Fund, to the extent of any fund s therein, the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Principal Account. (e) On each September 1 on which principal of the Bonds is due and payable, including principal due and payable by reason of mandatory sinking f und redemption of the Bonds, the Trustee shall withdraw from the Principal Account for payment to the Owners of the Bonds such principal then due and payable.
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Section 5.04. Reserve Fund. (a) The Trustee shall establish and maintain a special fund designated the “Reserve Fund.” On the Closing Date, the Trustee shall deposit in the Reserve Fund the amount specified in Section 3.02. The Trustee shall deposit in the Reserve Fund from time to time the amounts required to be deposited therein pursuant to Sect ion 5.02(c). There shall additionally be deposited in the Reserve Fund, in connection with the issuance of Additional Bonds, the amount required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.
(b) Except as otherwise provided in this Section, amounts in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of (i) making transfers to the Interest Account in accordance with Section 5.03(b) in the event of any deficiency in the Interest Account of the amount then required for payment of the interest on the Bonds, (ii) making transfers to the Principal Account in accordance with Section 5.03(d) in the event of any deficiency in the Principal Account of the amount then required for payment of the principal of the Bonds, and (iii) redeeming Bonds in accordance with the provisions of this Section. (c) Whenever Bonds are to be optionally redeemed or redeemed from Special Tax prepayments, a proportionate share, determined as provided be low, of the amount on deposit in the Reserve Fund shall, on the date on which amounts to redeem such Bonds are deposited in the Redemption Fund or otherwise deposited with the Trustee pursuant to Section 10.02, be transferred by the Trustee from the Reserv e Fund to the Redemption Fund or to such deposit held by the Trustee and shall be applied to the redemption of said Bonds; provided, however, that such amount shall be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share shall be equal to the largest integral multiple of the minimum Authorized Denomination for said Bonds that is not larger than the amount equal to the product of (i) the amount on deposit in the Reserve Fund on the date of such transfer, times (ii) a fraction, the numerator of which is the principal amount of Bonds to be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the day prior to the date on which such Bonds are to be so redeemed.
(d) Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay Outstanding Bonds, including interest accru ed to the date of payment or redemption and premium, if any, due upon redemption, the Trustee shall, upon receipt of a Written Request of the Community Facilities District, transfer the amount in the Reserve Fund to the Interest Account, Principal Account and/or Redemption Fund, as applicable, to be applied, on the next succeeding Interest Payment Date to the payment and redemption of all of the Outstanding Bonds. (e) If, as a result of the scheduled payment of principal of or interest on the Bonds, the Reserve Requirement is reduced, the Trustee shall transfer an amount equal to the amount of such reduction to the Interest Account.

Section 5.05. Redemption Fund. (a) The Trustee shall establish and maintain a special fund designated the “Redemption Fund.” Th e Trustee shall deposit in the Redemption Fund (i) amounts received from the Community Facilities District in connection with the Community Facilities District’s exercise of its rights to optionally redeem Bonds, (ii) the portion of Special Tax prepayments required to be deposited therein pursuant to Section 5.02(a), (iii) amounts 205

29 4144-4885-8947.3

required to be transferred to the Redemption Fund from the Improvement Fund (or accounts therein) pursuant to Section 3.04, (iv) amounts required to be transferred to the Redemption Fund from the Reserve Fund pursuant to Section 5.04(c) or Section 5.04(d), and (v) amounts required to be deposited therein pursuant to any Supplemental Indenture. (b) Amounts in the Redemption Fund shall be disbursed therefrom for the payment of the Redemp tion Price of Series 2023 Bonds redeemed pursuant to Section 4.01(a) or Section

4.01(b) and for the payment of the Redemption Price of Additional Bonds redeemed under the Supplemental Indenture pursuant to which such Additional Bonds are issued (other than mandatory sinking fund redemptions thereof).

Section 5.06. Rebate Fund. (a) The Trustee shall establish and maintain a special fund designated the “Rebate Fund.” There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate, as specified in a Written Request of the Community Facilities District. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Requirement, for payment to the United States of America. Notwithstanding defeasance of the Bonds pursuant to Article X or anything to the contrary contained herein, all amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section and by the Tax Certificate, which is hereby incorporated herein as if fully set forth herein. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Community Facilities District, and shall have no liability or responsibility to enforce compliance by the Community Facilities District with the terms of the Tax Certificate. The Trustee may conclusively rely upon the Community Facilities District’s determinations, calcul ations and certifications required by the Tax Certificate. The Trustee shall have no responsibility to independently make any calculation or determination or to review the Community Facilities District’s calculations. (b) Any funds remaining in the Rebate Fund after payment in full of all of the Bonds and after payment of any amounts described in this Section, shall, upon receipt by the Trustee of a Written Request of the Community Facilities District, be withdrawn by the Trustee and remitted to the Community Facilities District.

Section 5.07. Administrative Expense Fund . (a) The Trustee shall establish and maintain a special fund designated the “Administrative Expense Fund.” [On the Closing Date, the Trustee shall deposit in the Administrative Expense Fund the amount required to be deposited therein pursuant to Section 3.02.] The Trustee shall deposit in the Administrative Expense Fund the amounts transferred from the Special Tax Fund and required to be deposited therein pursuant to Section 5.02.
(b) The moneys in the Administrative Expense Fund shall be used and withdrawn by the Trustee from time to time to pay the Administrative Expenses upon submiss ion of a Written Request of the Community Facilities District stating (i) the Person to whom payment is to be made, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred and that such purpose constitutes an Administrative Expense, (iv) that such payment is a proper charge against the Administrative Expense Fund, and (v) that such amount has not been the subject of a prior disbursement from the Administrative Expense Fund , in each case together with a statement or invoice for each amount requested thereunder.
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Section 5.08. Investment of Moneys . (a) Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in a Written Request of the Community Facilities District received by the Trustee no later than two Business Days prior to the making of such investment. Moneys in all such funds and accounts shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture; provided, however, that Permitted Investments in which moneys in the Reserve Fund are so invested shal l mature no later than the earlier of five years from the date of investment or the final maturity date of the Bonds and, provided, further, that if such Permitted Investments may be redeemed at par so as to be available on each Interest Payment Date, any amount in the Reserve Fund may be invested in such redeemable Permitted Investments maturing on any date on or prior to the final maturity date of the Bonds. Absent a timely Written Request of the Community Facilities District with respect to the investment of moneys in any of the funds or accounts established pursuant to this Indenture held by the Trustee, the Trustee shall invest such moneys in Permitted Investments described in paragraph (6) of the definition thereof.
(b) Subject to the provisions of Section 5.06, all interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture (other than the Reserve Fund) shall be retained therein. Subject to the provisions of Section 5.06, all interest, profits or other income received from the investment of moneys in the Reserve Fund shall (i) prior to the date on which a Written Certificate of the Community Facilities District is delivered to the Trustee pursuant to subsection (a) of Section 3.04, be transferred to the Construction Account, and (ii) unless a Written Certificate of the Community Facilities District has been previously delivered to the Trustee pursuant to subsection ( b) of Section 3.04, on and after the date such Written Certificate o f the Community Facilities District is delivered to the Trustee pursuant to subsection ( a) of Section 3.04 and prior to the date on which the Written Certificate of the Community Facilities District is delivered to the Trustee pursuant to subsection (b) of Section 3.04, be transferred to the Community Benefit Facilities Account and, thereafter, shall be transferred to the Interest Account; provided, however, that, notwithstanding the foregoing, any such transfer shall be made from the Reserve Fund only if and to the extent that, after such transfer, the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement.
(c) Permitted Investments acquired as an investment of moneys in any fund or account established under this Indenture shall be credited to such fund or account. For the purpose of determining the amount in any fund or account, all Permitted Investments credited to such fund or account shall be valued by the Trustee at the market value thereof (without regard to costs incurred in the acquisition or disposition thereof, including breakage, unwind or other similar fees), such valuation to be performed not less frequently than semiannually on or before each February 15 and August 15. To the extent of any valuations to be made by the Trustee hereunder, the Trustee may utilize computerized securities pricing services that may be available to it, including those available through its regular accounting system. Any Permitted Investment that is a registrable security shall be registered in the name of the Trustee. (d) The Trustee may act as principal or agent in the making or disposing of any investment. Upon the Written Request of the Community Facilities District, the Trustee shall sell 207

31 4144-4885-8947.3

or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investments are credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder. The Trustee, in making or disposing of any investment permitted by this Section, may deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or dealing as a principal for its own account.
(e) The Community Facilities District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Community Facilities District the right to receive brokerage confirmations of security transactions as they occur, the Community Facilities District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee shall furnish the Community Facilities District periodic cash transaction statements, which shall include detail for all investm ent transactions made by the Trustee hereunder.
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ARTICLE VI

COVENANTS
Section 6.01. Collection of Special Tax Revenues . (a) The Community Facilities District shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including the enforcement of delinquent Special Tax payments. (b) Prior to August 1 of each year, the Community Facilities District shall ascertain from the County Assessor the relevant parcels on which the Special Tax is to be levied, taking into account any parcel splits during the preceding and then current year. The Community Facilities District shall effect the levy of the Special Tax each Fiscal Year in accordance with the Ordinance by each August 10, or otherwise such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within the Community Facilities District for inclusion on the next real property tax roll.

Upon the completion of the computation of the amounts of the levy, the Community Facilities District shall prepare or cause to be prepared, and shall transmit to the County Auditor, such data as the County Auditor requires in order to include the levy of the Special Tax on the next real property tax roll.
(c) The Community Facilities District shall fix and levy the Special Tax within the Community Facilities District in each Fiscal Year in accordance with the Rate and Method and, subject to the limitations in the Rate and Method as to the maximum Special Tax that may be levied on each parcel, in an amount sufficient to yield Special Tax Revenues in the amount required for (i) the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the Corresponding Bond Year, (ii) any necessary replenishment of the Reserve Fund, and (iii) the payment of Administrativ e Expenses estimated to be paid from such Special Tax Revenues, taking into account the balances in the funds and accounts established hereunder. (d) The Special Tax shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable (or in such other manner as the City Council shall determine, including direct billing of the affected property owners), and have the same priority, become delinquent at the same time and in the sam e proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property.

Section 6.02. Foreclosure. Pursuant to Section 53356.1 of the Act, the Community Facilities District hereby covenants with a nd for the benefit of the Owners that it will determine or cause to be determined, no later than September 15 of each year, whether or not any owners of property within the Community Facilities District are delinquent in the payment of the Special Tax levied thereon and, if such delinquencies exist, the Community Facilities District will order and cause to be commenced no later than November 1, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of the Special Tax or installment thereof not paid when due; provided, however, that the Community Facilities District shall not be required to order the commencement of foreclosure proceedings if (a) the total Special Tax delinquency in the Community Facilities District for suc h Fiscal Year is less than 5% of the total amount of the Special Tax levied in such Fiscal Year, and (b) the amount then on deposit in the Reserve Fund is 209

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equal to the Reserve Requirement. Notwithstanding the foregoing, if the Community Facilities District determines that any single parcel in the Community Facilities District is delinquent in excess of $5,000 in the payment of the Special Tax, then the Community Facilities District shall diligently institute, prosecute and pursue foreclosure proceedings against such parcel.

Section 6.03. Compliance with Act . The Community Facilities District shall comply with all applicable provisions of the Act.

Section 6.04. Punctual Payment. The Community Facilities District shall punctually pay or cause to be paid the principal, premium, if any, and interest to become due in respect of 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 Special Tax Revenues and other assets pledged for such payment as provided in this Indenture and received by the Community Facilities District or the Trustee.

Section 6.05. Extension of Payment of Bonds. The Community Facilities District shall not directly or indirectly extend or assent to the extension of the maturi ty 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 that shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Community Facilities District to issue Bonds for the purpose of refunding any Outstanding Bonds in accordance with the provisions hereof , and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

Section 6.06. Against Encumbrances; Defense of Pledge . The Community Facilities District shall not create, or permit the creation of, any pledge of, lien on, security interest in or charge or other encumbrance upon the assets pledged under this Indenture, except as permitted hereby. The Community Facilities District shall at all times, to the extent permitted by law, defend, preserve and protect said pledge of such assets, and the lien the reon and security interest therein created hereby, against all claims and demands of all Persons whomsoever.

Section 6.07. Tax Covenants. (a) The Community Facilities District shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on the Series 2023 Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the Community Facilities District shall comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive payment in full or defeasance of the Series 2023 Bonds. (b) In the event that at any time the Community Facilities District is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held by the Trus tee in any of the funds or accounts established hereunder, the Community Facilities District shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions. 210

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(c) Notwithstanding any provisions of this Section, if the Community Facilities District shall provide to the Trustee an opinion of Bond Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Series 2023 Bonds, the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent.

Section 6.08. Non-Cash Payments of Special Tax. The Community Facilities District shall not authorize owners of taxable parcels within the Community Facilities District to satisfy Special Tax obligations by the tender of Bonds unless the Community Facilities District shall have first obtained a report of an Independent Consultant certifying that doing so would not result in the Community Facilities District having insufficient Special Tax Revenues to pay the principal of and interest on all Outstanding Bonds when due.

Section 6.09. Reduction in Special Tax. The Community Facilities District shall not initiate proceedings under the Act to modify the Rate and Method if such modification would adversely affect the security for the Bonds. If an initiative is adopted that purports to modify the Rate and Method in a manner that would adversely affect the security for the Bonds, the Community Facilities District shall, to the extent permitted by law, commence and pursue reasonable legal actions to prevent the modification of the Rate and Method in a manner that would adversely affect the security for the Bonds.

Section 6.10. Continuing Disclosure. (a) Each of the Community Facilities District and the Trustee shall comply with and carry out all of the provis ions of the District Continuing Disclosure Agreement applicable to it. Notwithstanding any other provision of this Indenture, failure of the Community Facilities District or the Trustee to comply with the District Continuing Disclosure Agreement shall not be considered an Event of Default; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Series 2023 Bonds, and upon receipt of indemnification reasonably satisfactory to the Trustee, shall) or any Owner or Beneficial Owner of the Series 2023 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. (b) The Developer has executed the Developer Continuing Disclosure Certificate.

Notwithstanding any other provision of this Indenture, failure of the Developer to comply with the Developer Continuing Disclosure Certificate shall not be considered an Event of Default; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Series 2023 Bonds, and upon receipt of indemnification reason ably satisfactory to the Trustee, shall) or any Owner or Beneficial Owner of the Series 2023 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 6.11. Accounting Records . The Community Facilities District shall keep or cause to be kept appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the Special Tax, which records shall be available for inspection by the Trustee at reasonable hours and under reasonable conditions. 211

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Section 6.12. State Reporting. If at any time principal or interest due on any scheduled payment date for the Bonds is not paid, or if funds are withdrawn from the Reserve Fund to pay principal of or interest on the Bonds, the Trustee shall notify the Community Facilities District in writing of such failure or withdrawal, and the Community Facilities District shall notify the California Debt and Investment Advisory Commission of such failu re or withdrawal within ten days of the failure to make such payment or the date of such withdrawal.

Section 6.13. Annual Reports to the California Debt and Investment Advisory Commission. Not later than October 30 of each year, commencing October 30, 202 4 and continuing until the October 30 following the final maturity of the Bonds, the Community Facilities District shall supply to the California Debt and Investment Advisory Commission the information required to be provided thereto pursuant to Section 53359.5(b) of the Act. Such information shall be made available to any Owner upon written request to the Community Facilities District accompanied by a fee determined by the Community Facilities District to pay the costs of the Community Facilities District in connection therewith. The Community Facilities District shall in no event be liable to any Owner or any other person or entity in connection with any error in any such information.

Section 6.14. Further Assurances . The Community Facilities District shall make, execute and d eliver any and all such further agreements, 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 rights and benefits provided in this Indenture.
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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default. The following events shall be Events of Default:
(a) failure to pay any installment of principal of any Bonds when and as the same shall become due and paya ble, whether at maturity as therein expressed, by proceedings for redemption or otherwise;
(b) failure to pay any installment of interest on any Bonds when and as the same shall become due and payable;
(c) failure by the Community Facilities District to observe and perform any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the sam e to be remedied, shall have been given to the Community Facilities District by the Trustee, or to the Community Facilities District and the Trustee by the Owners of not less than 5% in aggregate principal amount of the Bonds at the time Outstanding; provided, however, that, if in the reasonable opinion of the Community Facilities District the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute an Event of Default if corrective action is instit uted by the Community Facilities District within such 30 day period and the Community Facilities District shall thereafter diligently and in good faith cure such failure in a reasonable period of time; or
(d) the commencement by the Community Facilities Distri ct or the City of a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

Section 7.02. Foreclosure. If an Event of Default shall occur under Section 7.01(a) or Section 7.01(b) then, and in each and every such case during th e continuance of such Event of Default, the Trustee may, or at the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, and upon being indemnified to its satisfaction therefor, shall, commence foreclosure against any parcels of land in the Community Facilities District delinquent in the payment of the Special Tax, as provided in Section 53356.1 of the Act.

Section 7.03. Other Remedies . If an Event of Default shall have occurred and be continuing, the Trustee shall have the right:
(a) by mandamus, suit, action or proceeding, to compel the Community Facilities District and its officers, agents or employees to perform each and every term, provision and covenant contained in this Indenture and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Community Facilities District and the fulfillment of all duties imposed upon it by this Indenture and the Act; 213

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(b) by suit, action or proceeding in equity, to enjoin any acts or things that are unlawful, or the violation of any of the rights of the Trustee or the Owners; or (c) by suit, action or proceeding in any court of competent jurisdiction, to require the Community Facilities District and its officers and employees to account as if it and they were the trustees of an express trust.

Section 7.04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners 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 7.05. Application of Net Special Tax Revenues After Default . If an Event of Default shall occur and be continuing, all Net Special Tax Revenues and any other funds 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 expen ses necessary in the opinion of the Trustee to protect the interests of the Owners and payment of reasonable fees, charges and expenses 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 and interest then due with respect to the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully p aid) subject to the provisions of this Indenture, as follows:

First: to the payment to the Persons entitled thereto of all installments of interest on the Bonds 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 all installments of principal of the Bonds then due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity or redemption, 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; (c) any remaining funds shall be transferred by the Trustee to the Special Tax Fund.

Section 7.06. Power of Trustee to Enforce. 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, 214

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action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds, subject to the provisions of this Indenture.

Section 7.07. 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 Tr ustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee; provided, however, that such direction shall not be otherwise than in accordance with the provisions of this Indenture, the Act and othe r applicable law and, provided, further, that the Trustee shall have the right to decline to follow any such direction that in the opinion of the Trustee would be unjustly prejudicial to Owners not parties to such direction.

Section 7.08. Limitation on Owners’ Right to Sue. No Owner of any Bond 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, the Act or any other applicable law with respect to such Bond, 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 ex ercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name, (c) such Owner or said Owners shall have tendered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabil ities to be incurred in compliance with such request, and (d) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

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 any remedy hereunder or under law; it being understood and intended that no one or more Owners shall have any right in any manner whatever by such Owner’s or Owners’ action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners, or to enforce any right under the Bonds, this Indenture, the Act 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, subject to the provisions of this Indenture.

Section 7.09. Absolute Obligation . Nothing in this Indenture or the Bonds contained shall affect or impair the obligation of the Community Facilities District, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners as the same become due , as herein provided, but only out of the Net Special Tax Revenues and other assets pledged therefor hereunder, 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 7.10. Termination of Proceedings. In case any proceedings taken by the Trustee or any one or more Owners on account of any Event o f Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Owners, 215

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then in every such case the Community Facilities District, the Trustee and the 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 Community Facilities District, the Trustee and the Owners shall continue as though no such proceedings had been taken.

Section 7.11. No Waiver of Default. No delay or omission of the Trustee or of any Owner to exercise any right or power arising upon the occurrence of any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or an acquiescence therein, and every power and remedy given by this Indenture to the Trustee or to the Owners may be exercised from time to time and as often as may be deemed expedient.
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ARTICLE VIII

TRUSTEE
Section 8.01. Duties and Liabilities of Trustee. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are expressly and specifically set forth in thi s Indenture. The Trustee shall, during the existence of any Event of Default that 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

Section 8.02. Qualifications; Removal and Resignation; Successors . (a) The Trustee initially a party hereto and any successor thereto shall at all times b e a trust company, national banking association or bank having trust powers in good standing in or incorporated under the laws of the United States or any state thereof, having (or if such trust company, national banking association or bank is a member of a bank holding company system, its parent bank holding company shall have) a combined capital and surplus of at least $ 250,000,000, and subject to supervision or examination by a federal or state agency. If such trust company, national banking association or bank 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 the combined capital and surplus of such trust company, nati onal banking association or bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
(b) The Community Facilities District may, by an instrument in writing, upon at least 30 days’ notice to the Trustee, remove the Trustee initially a party hereto and any successor thereto unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee initially a party hereto and any successor thereto if (i) at any time requested to do so by an instrument or concurrent instruments in writing signed by 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 (ii) the Trustee shall cea se to be eligible in accordance with subsection (a) of this Section, 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. (c) The Trustee may at any time resign by giving written notice of such resignation by first class mail, postage prepaid, to the Community Facilities District, and to the Owners at the respective addresses shown on the Registration Books. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of subsection (a) of this Section, the Trustee shall resign immediately in the manner and with the effect specified in this Section. (d) Upon removal or resignation of the Trustee, the Community Facilities District shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee; provided, however, that any successor Trustee shall be 217

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qualified as provided in subsection (a) of this Section. If no qualified successor Trustee shall have been appointed and have accepted appointment within 45 days following notice of removal or notice of resignation as aforesaid, the removed or resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction 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 Community Facilities District 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 Community Facilities District 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 acceptance of appointment by a successor Trustee as provided in this subsection, the successor Trustee shall, within 15 days after such acceptance, mail, by first class mail postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to the Owners at the addresses shown on the Registration Books. (e) Any trust company, national banking association or bank into which the Trustee may be merged or converted or with which it may be consolidated or any trust company, national banking association or bank resulting from any merger, conversion or consolidation to which it shall be a party or any trust company, nati onal banking association or bank to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such trust company, national banking association or bank shall be eligible under subsection (a) of this Section, 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 Community Facilities District, and the Trustee shall not assume responsibility for the correctness of the same or incur any responsibility 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. (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds, or in respect of the security afforded by this Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to the issuance of the Bonds for value, the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee, or the application of any moneys paid to the Community Facilities District or others in accordance with this Indenture. (c) The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. 218

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(d) No provision of this Indenture or any ot her document related hereto shall require the Trustee to risk or advance its own funds.
(e) The Trustee may execute any of its powers or duties hereunder through attorneys, agents or receivers and shall not be answerable for the actions of such attorneys, agents or receivers if selected by it with reasonable care.
(f) 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.
(g) The immunities and protections extended to the Trustee also extend to its directors, officers, employees and agents.
(h) Before taking action under Article VII, under this Article or upon the direction of the Owners, the Trustee may require indemnity reasonably satisfactory to the Trustee be furnished to it to protect it against all fees and expenses, including those of its attorneys and advisors, and protect it against all liability it may incur.
(i) The Trustee shall not be liable with respect to any action taken o r 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 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. (j) 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 Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (k) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds.
(l) The Trustee shall not be liable for the failure to take any action required to be taken by it hereunder if and to the extent that the Trustee’s taking such action is prevented by reason of an act of God, terrorism, war, riot, strike, fire, flood, earthquake, epidemic or other, similar occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care.
(m) The Trustee shall not be deemed to have knowledge of an Event of Default hereunder unless it has actual knowledge thereof.
(n) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct.
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(o) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys that shall be released or withdrawn in accordance with the provisions hereof.

Section 8.04. Right to Rely on Documents and Opinions . (a) The Trustee shal l be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(b) Whenever in the administration of the duties 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 of the Community Facilities District, and such Written Certificate 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, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.
(c) The Trustee may consult with counsel, who may be counsel to the Community Facilities District, 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.

Section 8.05. 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 prudent corporate trust in dustry standards, in which accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds, the Special Tax Revenues received by it and all funds and accounts established by it pursuant to this Indenture. Such books of record and account shall be available for inspection by the Community Facilities District during regular business hours and upon reasonable notice and under reasonable circumstances as agreed to by the Trustee. The Trustee shall deliver to the Community Fac ilities District a monthly accounting of the funds and accounts it holds under this Indenture; provided, however, that the Trustee shall not be obligated to deliver an accounting for any fund or account that (a) has a balance of zero, and (b) has not had any activity since the last reporting date.

Section 8.06. Preservation and Inspection of Documents . All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during business hours and upon re asonable notice to the inspection of the Community Facilities District, the Owners and their agents and representatives duly authorized in writing.

Section 8.07. Compensation and Indemnification . The Community Facilities District shall pay to the Trustee from time to time from Special Tax Revenues all reasonable compensation pursuant to a pre -approved fee letter for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees pursuant to a pre -approved fee letter and other disbursements pursuant to a pre -approved fee letter and those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Indenture. 220

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The Community Facilities District shall, to the extent perm itted by law, from Special Tax Revenues, indemnify and save the Trustee harmless against any costs, claims, expenses (including fees and expenses of its counsel) and liabilities that it may incur in the exercise and performance of its powers and duties hereunder, including the enforcement of any remedies and the defense of any suit, and that are not due to its negligence or its willful misconduct. The duty of the Community Facilities District to indemnify the Trustee shall survive the resignation or removal of the Trustee and the termination and discharge of this Indenture.
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ARTICLE IX

SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures . (a) This Indenture and the rights and obligations of the Community Facilities District, the Trustee and the Owners her eunder may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Community Facilities District and the Trustee may enter into when there are filed with the Trustee the written consents of the Owners of a majority o f the aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 11.07. No such modification or amendment shall (i) extend the fixed maturity of any Bond, reduce the amount of principal thereof or the r ate of interest thereon, extend the time of payment thereof or alter the redemption provisions thereof, without the prior written consent of the Owner of each Bond so affected, (ii) permit any pledge of, or the creation of any lien on, security interest in or charge or other encumbrance upon the assets pledged under this Indenture prior to or on a parity with the pledge contained in, and the lien and security interest created by, this Indenture or deprive the Owners of the pledge contained in, and the lien and security interest created by, this Indenture, except as expressly provided in this Indenture, without the prior written consents of the Owners of all Bonds then Outstanding, or (iii) modify or amend this Section without the prior written consents of the Owners of all Bonds then Outstanding.
(b) This Indenture and the rights and obligations of the Community Facilities District, the Trustee and the Owners hereunder may also be modified or amended from time to time and at any time by a Supplemental Inden ture, which the Community Facilities District and the Trustee may enter into without the consent of any Owners for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Community Facilities District 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 Community Facilities District; (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, provided that such modification or amendment does not materially adversely affect the rights or interests of the Owners hereunder; (iii) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III; (iv) to permit the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect; (v) to cause interest on the Bonds to be excludable from gross income for purposes of federal income taxation by the United States of America; and 222

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(vi) in any other respect whatsoever as the Community Facilities District may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the rights or interests of the Owners hereunder. (c) Promptly after the execution by the Community Facilities District and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Community Facilities District), by first-class mail, postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

Section 9.02. Effect of Supplemental Indenture . Upon the execution of any Supplemental Indenture pursuant to this Article, 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 Community Facilities District, the Trustee and the Owners shall thereafter be determined, exercised and enforced hereund er 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; Pr eparation of New Bonds . Bonds delivered after the effective date of any Supplemental Indenture pursuant to this Article may and, if the Community Facilities District so determines, shall bear a notation by endorsement or otherwise in form approved by the Community Facilities District and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such effective date and presentation of such Bond for such purpose at the Office of the Trustee 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 Community Facilities District and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Community Facilities District and authenticated by the Trustee and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such effective date, and presentation of such Bond for such purpose at the Office of the Trustee, such a new Bond in equal principal amount of the same Series, interest rate and maturity shall be exchanged for such Owner’s Bond so surrendered.

Section 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Owner from accepting any amendment or modification as to any particular Bond owned by it, provided that due notation thereof is made on such Bond. 223

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ARTICLE X

DEFEASANCE
Section 10.01. Discharge of Inde nture. (a) If the Community Facilities District shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in th e manner stipulated herein and therein, then the Owners shall cease to be entitled to the pledge of the Net Special Tax Revenues and the other assets pledged therefor hereunder , and all agreements, covenants and other obligations of the Community Facilitie s District hereunder shall thereupon cease, terminate and become void and this Indenture shall be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Community Facilities District all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the Community Facilities District all money or securities held by it pursuant hereto that are not required for the payment of the principal of and interes t and premium, if any, on the Bonds.
(b) Subject to the provisions of subsection (a) of this Section, if the Community Facilities District shall pay or cause to be paid to the Owner of an Outstanding Bond the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, such Owner shall cease to be entitled to the pledge of the Net Special Tax Revenues and the other assets pledged therefor hereunder and all agreements, covenants and other obligations of the Community Facilities District hereunder shall thereupon cease, terminate and become void and this Indenture shall be discharged and satisfied as to such Bond. (c) Notwithstanding the discharge and satisfaction of this Indenture or the discharge and satisfaction of this Indenture in respect of any Bond, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non -presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owner of such Bond, and the Trustee shall conti nue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on such Bond, and to pay to the Owner of such Bond the funds so held by the Trustee as and when such payment becomes due.

Section 10.02. Bonds Deemed To Have Been Paid . (a) If moneys shall have been set aside and held by the Trustee for the payment or redemption of any Bond and the payment of the interest thereon to the maturity or redemption date thereof, such Bond shall be deemed to have been paid within the meaning and w ith the effect provided in Section 10.01. Any Outstanding Bond shall prior to the maturity date or redemption date thereof be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 if (i) in case such Bond is to be redeemed on any date prior to its maturity date, the Community Facilities District shall have given to the Trustee in form satisfactory to it irrevocable instructions to mail, on a date in accordance with the provisions of Section 4.02 , notice of redemption of such Bond on said redemption date, said notice to be given in accordance with Section 4.02, (ii) there shall have been deposited with the Trustee either (A) money in an amount that shall be sufficient, or 224

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(B) Defeasance Securities, the principal of and the interest on which when due, and without any reinvestment thereof, together with the money, if any, deposited therewith, will provide moneys that shall be sufficient to pay when due the interest to become due on such Bond on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bond, and (iii) in the event such Bond is not by its terms subject to redemption within the next succeeding 60 days, the Community Facilities District shall have given the Trustee, in form satisfactory to it, irrevocable instructions to mail as soon as practicable, a notice to the Owner of such Bond that the deposit required by clause (ii) above has been made with the Trustee and that such Bond is deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bond.
(b) No Bond shall be deemed to have been paid pursuant to clause (ii) of subsection (a) of this Section unless the Community Facilities District shall have caused to be delivered to the Community Facilities District and the Trustee (i) an executed copy of a Verification Report with respect to such deemed payment, addressed to the Community Facilities District and the Trustee, in form and in substance acceptable to the Community Facilities District, (ii) a copy of the escrow agreement entered into in connection with the deposit pursuant to clause (ii)(B) of subsec tion (a) of this Section resulting in such deemed payment, which escrow agreement shall be in form and in substance acceptable to the Community Facilities District and which escrow agreement shall provide that no substitution of Defeasance Securities shall be permitted except with other Defeasance Securities and upon delivery of a new Verification Report, and no reinvestment of Defeasance Securities shall be permitted except as contemplated by the original Verification Report or upon delivery of a new Verif ication Report, and (iii) a copy of an opinion of Bond Counsel, dated the date of such deemed payment and addressed to the Community Facilities District and the Trustee, in form and in substance acceptable to the Community Facilities District, to the effect that such Bond has been paid within the meaning and with the effect expressed in this Indenture, all agreements, covenants and other obligations of the Community Facilities District hereunder have ceased, terminated and become void and the Indenture has been completely discharged and satisfied as to such Bonds.

Section 10.03. Unclaimed Moneys . Any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bond that remain unclaimed for two years after the date when such principal, premium or interest has become payable, if such moneys were held by the Trustee at such date, or for two years after the date of deposit of such moneys if deposited with the Trustee after the date when such principal, premium or interest become payable, shall be repaid by the Trustee to the Community Facilities District as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owner of such Bond shall look only to the Community Facilities District for the payment of such principal, premium or interest. The Trustee shall hold any such moneys uninvested. 225

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ARTICLE XI

MISCELLANEOUS
Section 11.01. Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, reque st or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Community Facilities District:

City of Fontana Community Facilities
District No. 99 (The Retreat)
c/o City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attention: Chief Financial Officer, Management Services If to the Trustee:

U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by telecopier, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by electronic mail, on the date sent, but only if confirmation of the receipt of such electronic mail is received or if notice is concurrently sent by another means specified herein, (d) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or ( e) if given by any other means, upon delivery at the address specified in this Section.

Section 11.02. Successor Is Deemed Included in All References to Predecessor .

Whenever in this Indenture either the Community Facilities District 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 required hereby to be performed by or on behalf of the Community Facilities District or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 11.03. Limitation of Rights. 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 Trustee, the Community Facilities District and the Owners 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, 226

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and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Trustee, the Community Facilities District and the Owners.

Section 11.04. Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Community Facilities District of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.05. Severability of Invalid Provisions . If any term or provision of this Indenture or the Bonds, or the application of the term or provision to any Person or circumstance is, to any extent, held to be invalid or unenforceable in any jurisdiction, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain between the parties as contained herein, the remainder of this Indenture or the Bonds, as applicable, or the application of the term or provision to Persons or circumstances other than those as to which the term or provision is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability, and each remaining term or provision of th is Indenture and the Bonds shall be valid and will be enforced to the fullest extent permitted by law.

Section 11.06. Evidence of Rights of Owners . (a) Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Own ers may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such 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, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and the Community Facilities District if made in the manner provided in this Section. (b) 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 such notary public or such officer the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.
(c) The ownership of Bonds shall be proved by the Registration Books. (d) 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 Community Facilities District in accordance therewith or reliance thereon.

Section 11.07. 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 that are known by the Trustee to be owned or held by or for the account of the Community Facilities District, 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 Community Facilities District or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding fo r the purpose of any such determination. Bonds so owned that have been pledged in good faith may be regarded as Outstanding for the purposes 227

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of this Section if the pledgee shall establish to the satisfaction of 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 Community Facilities District 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 Community Facilities District shall specify in a Written Certificate of the Community Facilities District delivered to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such Written Certificate.

Section 11.08. Money Held for Particular Bonds . The money held by the Trustee for the payment of the interest, principal or premium 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 Owner entitled thereto, subject, however, to the provisions of Section 10.03, but without any liability for interest thereon.

Section 11.09. 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 maintained in accordance with prudent corporate trust industry standards, and with due regard for the requirements hereof and for the protection of the security of the Bonds and the rights of every Owner thereof. The Trustee may establish any such additional funds or accounts as it deems necessary to perform its obligations hereunder.

Section 11.10. Business Days. If the da te for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Indenture , shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Indenture and, unless otherwise specifically provided in this Indenture, no interest shall accrue for the period from and after such nominal date.

Section 11.11. Waiver of Personal Liability. No member, officer, agent or employee of the Community Facilities District or the City shall be individually or personally liable for the payment of the principal of or premium or interest on the Bonds or be subject to any personal liability or acc ountability 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 any applicable provision of law or by this Indenture.

Section 11.12. Conflict with Act. In the event of any conflict between any provision of this Indenture and any provision of the Act, the provision of the Act shall prevail over the provision of this Indenture.

Section 11.13. Conclusive Evidence of Regularity . Bonds issued pursuant to this Indenture shall constitute evidence of the regularity of all proceedings under the Act relative to their issuance and to the levy of the Special Tax.
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Section 11.14. Governing Laws. This Indenture shall be governed by and construed in accordance with the laws of the State.

Section 11.15. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Indenture may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Indenture using an electronic signature, it is signing, adopting and accepting this Indenture and that signing this Indenture using an electronic signature is the legal equivalent of having placed its handwritten signature on this Indenture on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Indenture in a usable format.

Section 11.16. 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 shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the Community Facilities District has caused this Indenture to be signed in its name by its representative th ereunto duly authorized, and the Trustee, 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.

CITY OF FONTANA

COMMUNITY FACILITIES DISTRICT
NO. 99 (THE RETREAT)

By:

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, AS

TRUSTEE

By:

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EXHIBIT A

PERMITTED INVESTMENTS
“Permitted Investments” means the following:
(1) Direct general obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of the Treasury of the United States of America);
(2) Obligations of any of the fol lowing federal agencies which obligations represent the full faith and credit of the United States of America, including:
-Export-Import Bank
-Rural Economic Community Development Administration
-U.S. Maritime Administration
-Small Business Administration
-U.S. Department of Housing & Urban Development (PHAs)
-Federal Housing Administration
-Federal Financing Bank;
(3) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America:
-Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC)
-Obligations of the Resolution Funding Corporation (REFCORP) -Senior debt obligations of the Federal Home Loan Bank System; (4) U.S. dollar denominated deposit accounts, federal funds and bankers’ acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of “P -1” by Moody’s and “A-1” or “A-1+” by S&P and maturing not more than 360 calendar days after the date of purchase (ratings on holding companies are not considered as the rating of the bank);
(5) Commercial paper which is rated at the time of purchase in the single highest classification, “P -1” by Moody’s and “A -1+” by S&P and which matures not more than 270 calendar days after the date of purchase;
(6) Investments in a money market fund rated “AAAm” or “AAAm -G” or better by S&P, including a fund for which the Trustee, its par ent holding company, if any, or any affiliates or subsidiaries of the Trustee provide investment advisory or other management services; (7) Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and
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(a) which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest rating category of Moody’s or S&P or any successors thereto; or (b) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified p ublic accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate;
(8) Municipal obligations rated “Aaa/AAA” or general obligations of states with a rating of “A2/A” or higher by both Moody’s and S&P;
(9) Investment agreements with a domestic or foreign bank or corporation (other than a life or property casualty insurance co mpany) the long -term 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 “Aa3” by Moody’s and “AA-” by S&P; provided, that, by the terms of the investment agreement:
(a) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days’ prior notice; (b) the investment agreement shall state that it is the unconditional and general obligation of, 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 there under ranks pari passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors; (c) the Trustee or the Community Facilities District receive the opinion of domestic counsel that such investment agre ement is legal, valid and binding and enforceable against the provider in accordance with its terms and of foreign counsel (if applicable);
(d) the investment agreement shall provide that if during its term (i) the provider’s rating by either Moody’s or S&P falls below “Aa3” or “AA-,” respectively, the provider shall, at its option, within 10 days of receipt of publication of such downgrade, either (A) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider’s books) to the Trustee or a holder of the collateral, collateral free and clear of any third-party liens or claims the market value of which collateral is maintained at levels and upon such conditions as would be acceptable to Moody’s and S&P to maintain an “A” rating in an “A” rated structured financing (with a market value approach); or (B) repay the principal of and accrued but unpaid interest, on the investment, and (ii) the provider’s 231

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rating by either Moody’s or S&P is withdrawn or suspended or falls below “A3” or “A -,” respectively, the provider must, at the direction of the Community Facilities District or the Trustee, within 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 Trustee; (e) the investment agreement shall state, and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the pro vider under the terms of the investment agreement, at the time such collateral is delivered, that the holder of collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the holder of collateral is in possession); and
(f) the investment agreement must provide that if during its term (i) the provider shall default in its payment obligations, the provider’s obligations under the investment agreement shall, at the direction of the Community Facilities District or the Trustee, be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Trustee, and (ii) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc., the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Trustee.

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EXHIBIT B

FORM OF SERIES 2023 BOND

No. ___ $____________

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99
(THE RETREAT)
SPECIAL TAX BOND, SERIES 2023

INTEREST RATE MATURITY DATE DATED DATE CUSIP
% September 1, 20__ ________, 20__
REGISTERED OWNER:

PRINCIPAL AMOUNT:

City of Fontana Community Facilities District No. 99 (The Retreat ) (the “Community Facilities District”), for value received, hereby promises to pay, solely from the sources hereinafter described, to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified abov e or on any earlier redemption date, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like lawful money from the date hereof payable semiannually on March 1 and September 1 in each year, commencing [September 1, 2023] (the “Interest Payment Dates”), until payment of such Principal Amount in full.

This Bond is one of a series of a duly authorized issue of bonds approved by the qualified electors of the Community Facilities District, pursuant to the Mello -Roos Community Facilities Act of 1982, constituting Sections 53311 et seq. of the California Government Code (the “Act”), and issued for the purpose of financing certain public facilities, and is one of the series of bonds designated “City of Fontana Community Facilities District No. 99 (The Retreat ) Special Tax Bonds, Series 2023” (the “Series 2023 Bonds”) in the aggregate principal amount of $__________.

The Series 2023 Bonds are issued pursuant to the Indenture, dated as of _______ 1, 2023 (the “Indenture”), by and between the Community Facilities District and U.S. Bank Trust Company, National Association, as trustee (said entity or any successor thereto as trustee under the Indenture, the “Trustee”), and this reference incorporates the Indenture herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to and as more particularly provided in the Indenture, additional bonds (“Additional Bonds”) may be issued by the Community Facilities District on a parity with the Series 2023 Bonds. The Series 2023 Bonds and any Additional Bonds are collectively referred to as the “Bonds.” The Indenture is entered into, and this Bond is issued under, the Act and the laws of the State of California. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. 233

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Interest on the Series 2023 Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof u nless (a) a Series 2023 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (b) a Series 2023 Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (c) interest on any Series 2023 Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has previously been paid or duly provided for. Interest shall be paid in lawful money of the United States on each Interest Payment Date. Interest shall be paid by check of the Trustee mailed by first-class mail, po stage prepaid, on each Interest Payment Date to the Owners of the Series 2023 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Series 2023 Bond which is not punctually paid or duly provided for on any Interest Payment Date shall, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Series 2023 Bond is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten days prior to such special record date. The principal of the Series 2023 Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.

The Bonds are special , limited obligations of the Community Facilities District, payable, as provided in the Indenture, solely from Net Special Tax Revenues and the other assets pledged therefor thereunder. Neither the faith and credit nor the taxing power of the Community Facilities District (except to the limited extent set forth in the Indenture), the City of Fontana or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.

Pursuant to and as more parti cularly provided in the Indenture, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act, the Community Facilities District pledges to the Owners, and grants thereto a lien on and a security interest in, all of the Net Special Tax Revenues and any other amounts held in the Special Tax Fund, the Bond Fund and the Reserve Fund. Said pledge constitutes a first lien on and security interest in such assets, which shall immediately attach to such assets and be effective, binding and enforceable against the Community Facilities District, its successors, purchasers of any of such assets, creditors and all others asserting rights therein, to the extent set forth in, and in accordance with, the Indenture, irrespective of whether those parties have notice of the pledge of, lien on and security interest in such assets and without the need for any physical delivery, recordation, filing or further act.

The Series 2023 Bonds are subject to redemption on the dates, at the Redemption Prices and pursuant to the terms set forth in the Indenture. Notice of redemption of any Series 2023 Bond or any portion thereof shall be given as provided in the Indenture.

The Series 2023 Bonds are issuable as fully -registered Bonds without coupons in Authorized Denominations ($5,000 and any integral multiple thereof). 234

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Any Series 2023 Bond may be transferred upon the Registration Books by the Person in whose name it is registered, in person or by such Person’s duly authorized attorney, upon surrender of such Series 2023 Bond to the Tr ustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Series 2023 Bond or Series 2023 Bonds shall be so surrendered for transfer, the Community Facilities District shall execute and the Trustee shall authenticate and shall deliver a new Series 2023 Bond or Series 2023 Bonds of the same maturity in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Series 2023 Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Series 2023 Bonds of the same maturity of other Authorized Denominations. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

The Indenture and the rights and obligations of the Commu nity Facilities District, the Trustee and the Owners may be modified or amended in the manner, to the extent, and upon the terms provided in the Indenture.

The Indenture contains provisions permitting the Community Facilities District to make provision for the payment of the principal of and the interest and premium, if any, on any of the Bonds so that such Bonds shall no longer be deemed to be Outstanding under the terms of the Indenture.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
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IN WITNESS WHEREOF, the Community Facilities District has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of the Mayor of the City of Fontana attested by the manual or facsimile signature of the City Clerk of the City of Fontana, all as of the Dated Date identified above.

CITY OF FONTANA COMMUNITY
FACILITIES DISTRICT NO. 99 (THE

RETREAT)

By:

Mayor of the City of Fontana

Attest:

By:

City Clerk of the City of Fontana

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CERTIFICATE OF AUTHENTICATION
This is one of the Series 2023 Bonds described in the within -mentioned Indenture and registered on the Registration Books.

Date: __________, 20__
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, AS

TRUSTEE

By:

Authorized Officer
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ASSIGNMENT
For value received the undersigned hereby s ells, assigns and transfers unto __________________________________, whose address and social security or other tax identifying number is ____________________, the within -mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ______________________________, attorney, to transfer the same on the registration 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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4146-3340-8323.2

CONTINUING DISCLOSURE AGREEMENT

by and among

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99
(THE RETREAT)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS TRUSTEE

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

AS DISSEMINATION AGENT

Dated as of _______ 1, 2023

City of Fontana
Community Facilities District No. 99
(The Retreat)
Special Tax Bonds, Series 2023

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CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as of _______ 1, 2023, is by and among CITY OF FONTANA COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT), a community facilities district organized and existing under the laws of the State of California (the “Community Facilities District”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, in its capacity as Trustee (the “Trustee”), and U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States of America, in its capacity as Dissemination Agent (the “Dissemination Agent”).

W I T N E S S E T H :

WHEREAS, the Community Facilities District has issued its City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Series 2023 Bonds”), in the aggregate principal amount of $_________, pursuant to the Indenture, dated as of _______ 1, 2023 (the “Indenture”), by and between the Community Facilities District and the Trustee; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Community Facilities District , the Trustee and the Dissemination Agent for the benefit of the owners and beneficial owners of the Series 2023 Bonds and in order to assist the underwriter of the Series 2023 Bonds in complying with Secur ities and Exchange Commission Rule 15c2 - 12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Unless the conte xt otherwise requires, the terms defined in this Section shall for all purposes of this Disclosure Agreement have the meanings herein specified.

Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. “Annual Rep ort” means any Annual Report provided by the Community Facilities District pursuant to, and as described in, Sections 2 and 3 hereof. “Annual Report Date” means the date in each year that is the first day of the month following the eighth month after the end of the Community Facilities District’s fiscal year, which date, as of the date of this Disclosure Agreement, is March 1. “Community Facilities District” means City of Fontana Community Facilities District No. 99 (The Retreat), a community facilities district organized and existing under the laws of the State, and its successors.
“Disclosure Representative” means the Chief Financial Officer, Management Services , of the City, or his or her designee, or such other person as the Community Facilities District shall designate in writing to the Trustee and the Dissemination Agent from time to time. 240

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“Dissemination Agent” means U.S. Bank Trust Company, National Association , acting in its capacity as Dissemination Agent hereunder, or any successor Di ssemination Agent designated in writing by the Community Facilities District and that has filed with the Trustee and the then existing Dissemination Agent a written acceptance of such designation. “Financial Obligation” means (a) a debt obligation of the Community Facilities District, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation of the Community Facilities District, or (c) a guarantee of (i) a debt obli gation of the Community Facilities District, or (ii) a derivative instrument described in clause (b), above; provided, however, that the term “Financial Obligation” shall not include “municipal securities” (as such term is defined in the Securities Exchange Act of 1934, as amended) as to which a “final official statement” (as such term is defined in the Rule) has been provided to the MSRB consistent with the Rule.
“Indenture” means the Indenture, dated as of _______ 1, 2023 , by and between the Community Facilities District and U.S. Bank Trust Company, National Association, as Trustee, as originally executed and as it may be modified or amended from time to time in accordance with its terms.
“Listed Events” means any of the events listed in subsection (a) or subsection (b) of Section 4 hereof.
“MSRB” means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule.

Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
“Participating Underwriter” means the original underwriter of the Series 2023 Bonds required to comply with the Rule in connection with the offering of the Series 2023 Bonds. “Rule” means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Trustee” means U.S. Bank Trust Company, National Association , as Trustee under the Indenture, or any successor thereto as Trustee thereunder substituted in its place as provided therein.

Section 2. Provision of Annual Reports. (a) The Community Facilities District shall, or shall cause the Dissemination Agent to, provide to the MSRB an Annual Report that is consistent with the requirements of Section 3 hereof, not later than the Annual Report Date, commencing with the report for the 2022-23 Fiscal Year. The Annu al Report may include by reference other information as provided in Section 3 hereof; provided, however, that the audited financial statements of the Community Facilities District, if any, may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Community Facilities District’s fiscal year changes, it shall, or it shall instruct the Dissemination Agent to, give notice of such ch ange in a filing with the MSRB.
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(b) Not later than 15 business days prior to the date specified in subsection (a) of this Section for the providing of the Annual Report to the MSRB, the Community Facilities District shall provide the Annual Re port to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Community Facilities District to determine if the Community Facilities District is in complian ce with the first sentence of this subsection (b).
(c) If the Dissemination Agent has not received a copy of the Annual Report from the Community Facilities District by the date specified in subsection (a) of this Section, the Dissemination Agent shall, in a timely manner, send a notice to the MSRB in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) provide each Annual Report received by it to the MSRB, as provided herein; and
(ii) file a report with th e Community Facilities District and the Trustee certifying that such Annual Report has been provided pursuant to this Disclosure Agreement and stating the date it was provided to the MSRB.

Section 3. Content of Annual Reports . The Community Facilities District’s Annu al Report shall contain or incorporate by reference the following:
(a) The Community Facilities District’s audited financial statements, if any, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entit ies from time to time by the Governmental Accounting Standards Board. If the Community Facilities District’s audited financial statements, if any, are not available by the time the Annual Report is required to be filed pursuant to subsection (a) of Section 2 hereof, the Annual Report shall contain unaudited financial statements, in a format similar to that used for the Community Facilities District’s audited financial statements, and the audited financial statements, if any, shall be filed in the same manne r as the Annual Report when they become available.
(b) The following information:
(i) The principal amount of Series 2023 Bonds Outstanding as of the December 31 next preceding the Annual Report Date;
(ii) The principal amount of Additional Bonds, if any, Outstanding as of the December 31 next preceding the Annual Report Date;
(iii) The balance in the Reserve Fund, and a statement of the Reserve Requirement, as of the December 31 next preceding the Annual Report Date; (iv) The balance in the (A) Construction Account, and (B) the Community Benefit Facilities Account, as of the December 31 next preceding the Annual Report Date;
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(v) The total assessed value of all parcels within the Community Facilities District on which the Special Tax is levied, as shown on the assessment roll of the San Bernardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, and a statement of assessed value -to- bonded debt ratios therefor, either by individual parcel or by categories (e.g., “below 3:1,” “3:1 to 4.99:1,” etc.);
(vi) Value-to-bonded debt information, based on the assessed values in the assessment roll of the San Ber nardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, for (A) each property owner that owns four or more taxable parcels within the Community Facilities District, and (B) all other property owners, grouped together, owning taxable parcels within the Community Facilities District;
(vii) The Special Tax delinquency rate for all parcels within the Community Facilities District, as shown on the assessment roll of the San Bernardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, the number of parcels within the Community Facilities District delinquent in payment of the Special Tax as of the December 31 next preceding the Annual Report Date, the amount of each delinquency , the length of time delinquent and the date on which foreclosure was commenced, or similar information pertaining to delinquencies deemed appropriate by the Community Facilities District; provided, however, that parcels with aggregate delinquencies of $5,000 or less (excluding penalties and interest) may be grouped together and such information may be provided by category;
(viii) The status of foreclosure proceedings and a summary of the results of any foreclosure sales as of the December 31 next preceding the A nnual Report Date;
(ix) The identity of any property owner representing more than 5% of the Special Tax levy delinquent in payment of the Special Tax as of the December 31 next preceding the Annual Report Date;
(x) A land ownership summary listing property owner s responsible for more than 5% of the annual Special Tax, as shown on the assessment roll of the San Bernardino County Assessor last equalized prior to the December 31 next preceding the Annual Report Date; and
(xi) A description of any changes to the Rate and Method approved by, or submitted for approval to, the qualified electors of the Community Facilities District during the period from the date of filing the prior year’s Annual Report to the date of filing such Annual Report.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Community Facilities Dist rict or related public entities that have been made available to the public on the MSRB’s website . The 243

5 4146-3340-8323.2

Community F acilities District shall clearly identify each such other document so included by reference.

Section 4. Reporting of Significant Events. (a) Pursuant to the provisions of this Section, the Community Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2023 Bonds in a timely manner not later than ten business days after the occurrence of the event:
(i) Principal and interest payment delinquencies.
(ii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iii) Unscheduled draws on credit enhancements reflecting financial difficulties. (iv) Substitution of credit or liquidity providers, or their failure to perform. (v) Adverse tax opinions or issuance by the Internal Re venue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB).
(vi) Tender offers.
(vii) Defeasances.
(viii) Rating changes.
(ix) Bankruptcy, insolvency, receivership or similar event of the Community Facilities District.
(x) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a Financial Obligation, any of which reflect financial difficulties.

For purposes of the event identified in paragraph (ix) of this subsection , the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Community Facilities District in a proceeding under the U.S. Bankruptcy Code or in any other proce eding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Community Facilities District, or if such jurisdiction has been assumed by leaving the existing gov ernmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental autho rity having supervision or jurisdiction over substantially all of the assets or business of the Community Facilities District. (b) Pursuant to the provisions of this Section, the Community Facilities District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2023 Bonds, if material, in a timely manner not later than ten business days after the occurrence of the event:
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(i) Unless described in paragraph (v) of subsection (a) of this Section, material notices or determinations by the Internal Revenue Service with respect to the tax status of the Series 2023 Bonds or other material events affecting the tax status of the Series 2023 Bonds.
(ii) Modifications to rights of holders of the Series 2023 Bonds. (iii) Series 2023 Bond calls.
(iv) Release, substitution, or sale of property securing repayment of the Series 2023 Bonds.
(v) Non-payment related defaults.
(vi) The consummation of a merger, consolidation, or acquisition involving the Community Facilities District or the sale of all or substantially all of the assets of the Community Facilities District 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 agreemen t relating to any such actions, other than pursuant to its terms.
(vii) Appointment of a successor or additional Trustee or the change of name of a Trustee.
(viii) Incurrence of a Financial Obligation, or agreement to covenants, events of default, remedies, priority rights or other similar terms of a Financial Obligation, any of which affect holders of the Series 2023 Bonds. (c) The Trustee shall, within one business day of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative and inform such person of the event.
(d) Whenever the Community Facilities District obtains knowledge of the occurrence of a Listed Event described in subsection (b) of this Section, the Community Facilities Dist rict shall determine if such event would be material under applicable Federal securities law. (e) Whenever the Community Facilities District obtains knowledge of the occurrence of a Listed Event described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section would be material under applicable Federal securities law, the Community Facilities District shall, or shall cause the Dissemination Agent to, file a notice of the occ urrence of such Listed Event with the MSRB, within ten business days of such occurrence.
(f) Notwithstanding the foregoing, notice of Listed Events described in paragraph (iii) of subsection ( b) of this Section need not be given any earlier th an the notice (if any) of the underlying event is given to holders of affected Series 2023 Bonds pursuant to the Indenture. 245

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Section 5. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electron ic format, accompanied by such identifying information as is prescribed by the MSRB.

Section 6. Termination of Reporting Obligation . The Community Facilities District’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2023 Bonds. If such termination occurs prior to the final maturity of the Series 2023 Bonds, the Community Facilities District shall give, or cause to be given, notice of such termination in a filing with the MSRB.

Section 7. Dissemination Agent. The Community Facilities District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with o r without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing 30 days’ written notice to the Community Facilities District and the Trustee.

Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, th e Community Facilities District, the Trustee and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any amendment so requested by the Community Facilities District, so long as such amendment does not adversely affect the rights or materially increase the obligations of the Trustee or the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, p rovided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of subsection (a) of Section 2 hereof, Section 3 hereof or subsection (a) or (b) of Section 4 hereof, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Series 2023 Bonds, or the type of business conducted; (b) the undertakings herein, as prop osed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series 2023 Bonds, after taking into account any amendments or interpretat ions of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver (i) is approved by Owners of the Series 2023 Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) d oes not, in the opinion of nationally recognized bond counsel, materially impair the interests of Owners or Beneficial Owners of the Series 2023 Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Community Facilities District shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Community Facilities District. In 246

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addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in a filing with the MSRB, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 9. Additional Information . Nothing in t his Disclosure Agreement shall be deemed to prevent the Community Facilities District from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice required to be filed pursuant to this Disclosure Agreement, in addition to that which is required by this Disclosure Agreement. If the Community Facilities District chooses to include any information in any Annual Report or notice in addition to that which is specifically required by this Disclosure Agreement, the Community Facilities District shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event or any other event required to be reported.

Section 10. Default. In the event of a failure of the Community Facilities District, the Trustee or the Dissemination Agent to comply with any provision of this Disclosure Agr eement, the Trustee may (and, at the written direction of any Participating Underwriter or the Owners of at least 25% of the aggregate principal amount of Outstanding Series 2023 Bonds, shall, upon receipt of indemnification reasonably satisfactory to the Trustee), or any Owner or Beneficial Owner of the Series 2023 Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Community Facilities District, the Trustee or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Community Facilities District, the Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.

Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and limitat ions from liability afforded to the Trustee thereunder. Neither the Trustee nor the Dissemination Agent shall be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. To the extent permitted by law, the Community Facilities District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities that it may incur in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, and that are not due to its negligence or its willful misconduct. The obligations of the Community Facilities District under this Section shall survive resignation or removal of the Dissemination Agent and the termination of this Disclosure Agreement. 247

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The Dissemination Agent has no power to enforce performance on the part of the Community Facilities District. The Dissemination Agent shall not be responsible for the content of any notice or report prepared by the Community Facilities District pursuant to this Disclosure Agreement.

Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Community Facilities District, the Trustee, the Dissemination Agent, the Par ticipating Underwriter and the Owners and Beneficial Owners from time to time of the Series 2023 Bonds, and shall create no rights in any other person or entity.

Section 13. Governing Laws . This Disclosure Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 14. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Disclosure Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Disclosure Agreement using an electronic signature, it is signing, adopting and accepting this Disclosure Agreement and that signing this Disclosure Agreement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Disclosure Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Disclosure Agreement in a usable format.

Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Di sclosure Agreement as of the date first above written.

CITY OF FONTANA

COMMUNITY FACILITIES DISTRICT
NO. 99 (THE RETREAT)

By:

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, AS

TRUSTEE

By:

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, AS

DISSEMINATION AGENT

By:

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Fontana Community Facilities District No. 99 (The Retreat) Name of Issue: City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023
Date of Issuance: ___________, 2023

NOTICE IS HEREBY GIVEN that City of Fontana Community Facilities District No. 99 (The Retreat ) (the “Community Facilities District”) has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated as of _______ 1, 2023, by and among the Community Facilities District, U.S. Bank Trust Company, National Association , in its capacity as Trustee , and U.S. Bank Trust Company, National Association, in its capacity as Dissemination Agent. [The Commun ity Facilities District anticipates that such Annual Report will be filed by ____________.]

Dated: ____________
U.S. Bank Trust Company, National
Association, as Dissemination
Agent, on behalf of City of Fontana
Community Facilities District No. 99
(The Retreat)

cc: City of Fontana
Community Facilities District
No. 99 (The Retreat)
250
Jones Hall Draft 3-20-2023

BOND PURCHASE AGREEMENT

$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

[Pricing Date]

City of Fontana Community Facilities
District No. 99 (The Retreat)
c/o City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attention: Chief Financial Officer, Management Services

Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Agreement”) with City of Fontana Community Facilities District No. 99 (The Retreat) (the “Issuer” or the “District”), which, upon your acceptance of this offer, will be binding upon the Issuer and the Underwriter. This offer is made subject to the acceptance by the Issuer of this Agreement on or before 11:59 p.m. on the date set forth above.

Terms not otherwise defined herein have the meanings given them in the Indenture described below.

1. Upon the terms and conditions and in reliance upon the respective representations, warranties and covenants herein, the Underwriter hereby agrees to purchase from the Issuer, and t he Issuer hereby agrees to sell to the Underwriter, all (but not less than all) of the above -captioned bonds (the “Bonds”) at a purchase price (the “Purchase Price”) of $__________ (equal to the par amount of the Bonds ($[PAR].00), plus net original issue premium of $__________, less an Underwriter’s discount of $__________).

The Bonds will be issued by the Issuer under the Mello -Roos Community Facilities Act of 1982 (constituting Section 53311 et seq. of the California Government Code) (the “Act”) and a resolution adopted on April [11], 2023 (the “Bond Resolution ”) by the City Council (the “City Council”) of the City of Fontana (the “City”) acting as the legislative body of the Issuer.

The special tax that provides a source of payment for the Bonds (the “Special Tax”) will be levied under Ordinance No. 1844 adopted by the City Council on July 28, 2020 (the “Ordinance”).

In addition to the Ordinance, the City Council adopted the following in connection with initial formation of the District and the levy of the Special Tax : (i) Resolution No. 2020-043 (the “Resolution of Intention to Form the District ”), (ii) Resolution No. 2020-044 (the “Resolution of Intention to Incur Bonded Indebtedness ”), (iii) Resolution No. 2020-083 (“Resolution Declaring Necessity to Incur Bonded Indebtedness ”), ( iv) Resolution No. 2020-082 (the “Resolution of Formation”), (v) Resolution No. 2020-084 (the “Resolution Calling Election”), and (vi) Resolution 251
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No. 2020-085 (the “Resolution Declaring Election Results”; together, the “Formation Resolutions and Ordinance”). Together, the Bond Resolution and the Formation Resolutions and Ordinance are referred to as the “Resolutions and Ordinance.”

The Bonds will be issued under the terms of an Indenture (the “Indenture”), dated as of May 1, 2023, by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The proceeds of the sale of the Bonds will be used by the Issuer to (i) provide financing for certain public facilities and costs related to development within the District , (ii) fund a reserve fund with respect to the Bonds, (iii) fund capitalized interest on the Bonds through September 1, 2023, and (iv) pay the costs of issuing the Bonds. Proceeds of the Bonds will be applied in accordance with the Indenture.

The Issuer acknowledges and agrees that: ( i) the primary role of the Underwriter is to purchase securities for resale to investors in an arms -length commercial transaction between the Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of th e Issuer, and in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent or fiduciary of the District, (ii) the Underwriter is not acting as a municipal advisor (within the meaning of Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor or fiduciary to the Issuer or any other person or entity and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently pro viding other services to the Issuer on other matters), (iii) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Agreement, except as otherwise provided by applicable ru les and regulations of the Securities and Exchange Commission or the rules of the MSRB or other law, and (iv) the Issuer has consulted its own legal, accounting, tax, municipal, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The Issuer acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB.

2. The Bonds will mature on the dat es and in the principal amounts and will bear interest at the rates (and have the redemption terms) as set forth in Exhibit A hereto. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the offering prices set forth on the cover of the Final Official Statement described below. Additional details related to the establishment of the issue price of the Bonds is set forth in Section 14.

3. The Issuer agrees to deliver to the Underwriter as many copies of the Final Official Statement dated the date hereof, relating to the Bonds to each of its customers purchasing Bonds no later than the settlement date of the transaction.

In addition, the Issuer has authorized and approved the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement ”) and the final Official Statement dated the date hereof (the “Final Official Statement”) and consents to their distribution and use by the Underwriter and the execution and approval of the Final Official Statement by a duly authorized officer of the Issuer. The Issuer deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission ( “Rule 15c2 -12”), except for information 252
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allowed by Rule 15c2-12 to be omitted, and has executed a certificate to that effect in the form of Exhibit D.

In connection with issuance of the Bonds, and in order to assist the Underwriter in complying with Rule 15c2-12, the Issuer will execute a Continuing Disclosure Agreement, dated as of May 1, 2023 (the “District Continuing Disclosure Agreement”), substantially in the form of the Appendix G to the Preliminary Official Statement.

4. The Issuer represents and warrants to the Underwriter that:

(a) The Issuer is duly organized and validly existing as a community facilities district under the laws of the State of Calif ornia (the “State”), and has the full legal right, power and authority, among other things, (i) upon satisfaction of the conditions in this Agreement and the Indenture, to issue the Bonds as provided herein, and (ii) to secure the Bonds in the manner set forth in the Indenture.

(b) The City Council has the full legal right, power and authority to adopt the Resolutions and Ordinance, and the Issuer has the full legal right, power and authority (i) to enter into this Agreement, the Indenture , and the District Continuing Disclosure Agreement (collectively, the “Issuer Documents”), (ii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate all other transactions on its part contemplated by the Fin al Off icial Statement and each of the Issuer Documents , and the Issuer and the City Council have complied with all provisions of applicable law, including the Act, in all matters relating to such transactions.

(c) The Issuer has duly authorized (i) the ex ecution and delivery by the Issuer of the Bonds and the execution, delivery and due performance by the Issuer of its obligations under the Issuer Documents, (ii) the distribution and use of the Preliminary Official Statement and execution, delivery and dis tribution of the Final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Issuer in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect.

(d) The Resolutions and Ordinance have been duly adopted by the City Co uncil and are in full force and effect; and the Issuer Documents, when executed and delivered by the Issuer and the other party thereto, will constitute a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with their terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally.

(e) When delivered to the Underwriter, the Bonds will have been duly authorized by the City Council and duly executed, issued and delivered by the Issuer and will constitute legal, valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other 253
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laws affecting creditors’ rights generally, and will be entitled to the benefit and security of the Indenture.

(f) The inform ation (excluding information under first three paragraphs of the caption “INTRODUCTION – The District ”, information under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT ,” and information relating to The Depository Trust Company (“DTC”) and its book-entry system) contained in the Preliminary Official Statement is, and as of the Closing Date such information in the Final Official Statement will be true and correct in all material respects, and the Preliminary Official Statement does not as of its date and the Final Official Statement will not as of the Closing Date contain any untrue or misleading statement o f a material fact (excluding information under the first three paragraphs of the caption “INTRODUCTION – The District ”, information under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT,” and information relating to DTC and its book -entry system) or omit to state any material fact (excluding information under the first three paragraphs of the caption “INTRODUCTION – The District, ” information under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT,” and information relating to DTC and its book -entry system) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) If, at any time up to and including 25 days after the End of the Underwriting Period (as defined below) , any event known to the officers of the Issuer participating in the issuance of the Bonds occurs with respect to the Issuer or the City as a result of which the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Issuer shall promptly notify the Underwriter in writing of such event. Any information supplied by the I ssuer for inclusion in any amendments or supplements to the Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the Issuer or the City or omit to state any material fact relating to the Issuer or the City necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter g ives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date (as described in Section 6 below). Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.”

(h) Neither the adoption of the Resolutions and Ordinance, the execution and delivery of the Issuer Documents, nor the consummation of t he transactions on the part of the Issuer contemplated herein or therein or the compliance by the Issuer with the provisions hereof or thereof will conflict with, or constitute on 254
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the part of the Issuer, a violation of, or a breach of or default under, (i) any material indenture, mortgage, commitment, note or other agreement or instrument to which the Issuer is a party or by which it is bound, (ii) any provision of the State Constitution or (iii) any existing law, rule, regulation, ordinance, judgment, orde r or decree to which the Issuer or the City (or the members of the City Council or any of its officers in their respective capacities as such) is subject, that would have a material adverse effect on the ability of the Issuer to perform its obligations under the Issuer Documents.

(i) The Issuer has never been in default at any time, as to principal of or interest on any obligation which it has issued, including those which it has issued as a conduit for another entity, which default may have an adverse eff ect on the ability of the Issuer to consummate the transactions on its part under the Issuer Documents, except as specifically disclosed in the Final Official Statement; and the Issuer has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Special Tax.

(j) Except as is specifically disclosed in the Final Official Statement, to the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respec t to which the Issuer has been served with process or threatened, which in any way questions the powers of the City Council, the City or the Issuer referred to in paragraph (b) above, or the validity of any proceeding taken by the City Council in connectio n with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Issuer Documents, or which, in any way, could adversely affect the validity or enforceability of the Resolutions and Ordinance, the Bonds or the Issuer Documents or, to the knowledge of the Issuer, which in any way questions the exclusion from gross income of the recipients thereof of the interest on the Bonds for federal income tax purposes or in any other way questions the status of the Bonds under State tax laws or regulations.

(k) Any certificate signed by an official of the Issuer authorized to execute such certificate and delivered to the Underwriter in connection with the transactions contemplated by the Issuer Documents shall be deemed a representation and warranty by the Issuer to the Underwriter as to the truth of the statements therein contained.

(l) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon.

(m) The Bonds will be paid from Net Special Tax Revenues (as defined in the Indenture) received by the Issuer and amounts held in certain funds and accounts established and pledged under the Indenture.

(n) The Special Tax may lawfully be levied in accordance with the rate and method of apportionment of the Special Tax relating to the District (the “Rate and 255
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Method”), the Resolutions and Ordinance as des cribed in the Preliminary Official Statement and the Final Official Statement , and, when levied, will be secured by a lien on the property on which they are levied.

(o) The Indenture creates a valid pledge of, and first lien upon the Net Special Tax Revenues deposited thereunder, and the amounts held in certain funds and accounts established and pledged under the Indenture, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.

(p) Except as disclosed in the Final Official Statement, in the last five years, neither the City, nor the District, nor any other entity for which the City Council is the legislative body, has failed to comply with any undertaking under Rule 15c2-12 in any material respect.

5. The Issuer covenants with the Underwriter that the Issuer will cooperate with the Underwriter (at the cost of the Underwriter), in qualifying the Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the Issuer shall not be required to consent to suit or to service of process, or to qualify to do busi ness, in any jurisdiction. The Issuer consents to the use by the Underwriter of the Issuer Documents in the course of its compliance with the securities or Blue Sky laws of the various jurisdictions.

6. At 9:00 a.m. on [Closing Date] (the “Closing Date”) or at such other time and/or date as shall have been mutually agreed upon by the Issuer and the Underwriter, the Issuer will deliver or cause to be delivered to the Underwriter the Bonds in definitive form duly executed and authenticated by the Trustee to gether with the other documents mentioned in Section 8 hereof; and the Underwriter will accept such delivery and pay the Purchase Price of the Bonds by delivering to the Trustee for the account of the Issuer a check payable in federal funds or making a wir e transfer in federal funds payable to the order of the Trustee.

The activities relating to the final execution and delivery of the Bonds and the Indenture and the payment therefor and the delivery of the certificates, opinions and other instruments as de scribed in Section 8 of this Agreement shall occur at the offices of Orrick, Herrington & Sutcliffe, Los Angeles, California, as bond counsel to the Issuer (“Bond Counsel”). The payment for the Bonds and simultaneous delivery of the Bonds to the Underwriter is herein referred to as the “Closing.” The Bonds will be delivered as fully registered Bonds initially in denominations of $5,000 each and any integral multiple there of. The Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be made available for checking by the Underwriter at such place as the Underwriter and the Trustee shall agree not less than 24 hours prior to the Closing.

7. The Underwriter has the right to cancel its obligations to purchase the Bonds if between the date hereof and the Closing Date:

(a) the House of Representatives or the Senate of the Congress of the United States, or a committee of either, shall have pending befor e it, or shall have passed or recommended favorably, legislation introduced previous to the date hereof, which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon 256
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revenues or other income of the general character to be derived by the Issuer or by any similar body under the Indenture or upon interest received on obligations of the general character of the Bonds, or of causing interest on obligations of the general characte r of the Bonds, to be includable in gross income for purposes of federal income taxation, and such legislation, in the Underwriter’s reasonable opinion, materially adversely affects the market price of the Bonds; or

(b) a tentative decision with respect t o legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported or re -reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, circular, regulation or official statement by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Bonds, including causing interest on th e Bonds to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the Issuer under the Indenture or upon interest received on obligati ons of the general character of the Bonds, or the Bonds and also including adversely affecting the tax -exempt status of the Issuer under the Code, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of or market for the Bonds; or

(c) legislation shall have been enacted, or actively considered for enactment with an effective date prior to the Closing, or a decision by a court of the United States shall have been rendered, the effect of which is that the Bonds, including any underlying obligations, or the Indenture, as the case may be, is not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or

(d) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any underlying obligations, or the execution and delivery of the Indenture as contemplated hereby or by the Final Official Statement, is or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as the n in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or
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(e) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Final Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issu er fails to amend or supplement such Final Official Statement to cure such omission or misstatement under Section 4(g);or

(f) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, or the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, the effect of which on the financial markets of the United States is such as, in t he reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds; or

(g) there shall be in force a general suspension of trading on the New York Stock Exchange or other major exchange shall be in for ce, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order o f the SEC or any other governmental authority having jurisdiction , the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds; or

(h) a general banking moratorium shall have been declared by federal, New York or State authorities; or

(i) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the Issuer; or

(j) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which adversely affects the Underwriter ’s ability to sell the Bonds;

(k) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially th ose now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;

(l) an amendment to the federal or State constitution shall be enacted or action taken by any federal or State court, legisla tive body, regulatory body or other authority materially adversely affecting the tax status of the Issuer, its property, income or securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the Issuer to issue the Bonds and levy the Special 258
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Tax as contemplated by the Indenture, the Rate and Method, the Resolution of Formation, the Ordinance and the Final Official Statement; or

(m) the entry of any order by a court of competent jurisdiction which enjoins or restrains the Issuer from issuing permits, licenses or entitlements within the District or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects development of the real property located in the District.

8. The obli gation of the Underwriter to purchase the Bonds is subject (a) to the performance by the Issuer of its obligations to be performed by it hereunder at and prior to the Closing, (b) to the accuracy as of the date hereof and as of the time of the Closing of t he representations and warranties of the Issuer herein, and (c) to the following conditions, including the delivery by the Issuer of such documents as are enumerated herein in form and substance satisfactory to the Underwriter:

(a) At the time of Closing, (i ) the Final Official Statement and the Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to by the Underwriter, and (ii) the Issuer shall have duly adopted and there shall be in full force and effect such resolutions and ordinances (including, but not limited to, the Resolutions and Ordinance) as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby.

(b) Receipt of the Bonds, executed by the Issuer and authenticated by the Trustee, at or prior to the Closing. The terms of the Bonds, when delivered, shall in all instances be as described in Final Official Statement.

(c) At or prior to the Closing, the Un derwriter shall receive the following documents in such number of counterparts as shall be mutually agreeable to the Underwriter and the Issuer:

(i) A final approving opinion of Bond Counsel dated the Closing Date in the form attached to the Final Official Statement.

(ii) A letter or letters of Bond Counsel addressed to the Underwriter, which includes a statement to the effect that Bond Counsel ’s final approving opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter, and further provides:

(A) the statements contained in the Final Official Statement under the captions “INTRODUCTION – Security and Sources of Payment for the Bonds,” “INTRODUCTION – Description of the Bonds,” “THE BONDS” (other than information relating to DTC and its book - entry only system and information in the section entitled “Debt Service Schedule”, as to which no opinion is expressed), “SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS” (except information in the section s entitled “Special Tax” and “Rate and Method of Apportionment ” as to which no opinion 259
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need be expressed), ” “TAX MATTERS ,” and in Appendix F thereto, excluding any material that may be treated as included under such captions by reference to other documents, insofar as such statements expressly summarize certain provisions of the Indenture and Bond Counsel ’s final opinion are accurate in all material respects;

(B) this Agreement and the District Continuing Disclosure Agreement have been duly executed and delivered by, and constitute valid and binding obligations of, the Issuer, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought; and

(C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.

(iii) An opinion of Stradling Yocca Carlson & Rauth , a Professional Corporation, addressed to the Issuer and the Underwriter ( “Disclosure Counsel”), to the effect that during the course of serving as Disclosure Counsel in connection with the issuance of the Bonds and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Final Official Statement, no information came to the attention of the attorneys in such firm rendering legal service s in connection with the issuance of the Bonds that would lead them to believe that the Preliminary Official Statement as of its date and the date hereof and the Final Official Statement as of its date and the Closing Date, (excluding therefrom the financial statements, any financial or statistical data, or forecasts, charts, numbers, estimates, projections, assumptions or expressions of opinion included in the Preliminary Official Statement and the Final Official Statement, information regarding DTC, and the appendices to the Preliminary Official Statement and the Final Official Statement, as to which no opinion need be expressed), contains any untrue statement of a material fact or omits to state a mater ial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iv) A letter of Jones Hall, A Professional Law Corporation ( “Underwriter’s Counsel”), dated the Closing Date, addressed to the Underwriter and in form and substance acceptable to the Underwriter.

(v) The Final Official Statement executed on behalf of the Issuer by a duly authorized officer.

(vi) Certified copies of the Resolutions and Ordinance. 260
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(vii) Evidence of recordation in the real property records of the County of San Bernardino of the Notice of Special Tax Lien, in the form required by the Act.

(viii) A certificate of DTA, Inc., Newport Beach, California ( “Special Tax Consultant”), in form and substance as set forth in Exhibit B hereto, dated as of the Closing Date.

(ix) A certificate of the Issuer, in form and substance as set forth in Exhibit C hereto, dated as of the Closing Date.

(x) Evidence that Federal Form 8038 has been executed by the Issuer and will be filed with the Internal Revenue Service.

(xi) Executed copies of the Issuer Documents.

(xii) A non-arbitrage certificate executed by the Issuer in form and substance satisfactory to Bond Counsel.

(xiii) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, as counsel to the Issuer, to the effect that:

(A) the Issuer is duly organized and validly existing as a community facilities district under and by virtue of the Co nstitution and laws of the State (including the Act);

(B) the City Council of the City, acting as legislative body of the Issuer, has the full legal right, power and authority to adopt the Resolutions and Ordinance;

(C) the Resolutions and Ordinance were duly adopted at meetings of the City Council , acting as legislative body of the Issuer which were called and held under law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolutions and Ordinance are in full force and effect and have not been amended or repealed;

(D) to their best knowledge, based on reasonable due diligence, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, p ublic board or body is pending with respect to which the Issuer has been served with process or threatened, in any way affecting the existence of the City, the Issuer or the titles of the Issuer ’s officials to their respective offices, or seeking to restr ain or to enjoin the issuance, sale or delivery of the Bonds or the application of the proceeds thereof in accordance with the Indenture, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way c ontesting or affecting the validity or enforceability of the Bonds, the Issuer Documents or any action of 261
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the Issuer contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or of th e Final Official Statement or the powers of the Issuer or its authority with respect to the Bonds, the Issuer Documents or any action on the part of the Issuer contemplated by any of said documents, wherein an unfavorable decision, ruling, or finding could materially adversely affect the validity or enforceability of the Bonds or the Issuer Documents;

(E) the execution and delivery of the Bonds and the Issuer Documents, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument of which the Issuer is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Issuer to perform its obligations under the Bonds or the Issuer Documents; and

(F) all approvals, consents, authorization, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the ability of the Issuer, to perform its obligations under the Bonds or the Issuer Documents, have been obtained or made, as the case may be, and are in full force and effect.

(xiv) In connection with printing and distribution of the Preliminary Official Statement, an executed certificate of the Issuer in the form attached hereto as Exhibit D.

(xv) A certificate of t he Trustee in the form and substance attached hereto as Exhibit E, together with certifications as to other matters that Bond Counsel may reasonably require, and an opinion of its counsel in form and substance satisfactory to the Underwriter and Bond Counsel.

(xvi) A certificate of CSG Advisors, Inc., the City’s municipal advisor (the “Municipal Advisor ”), in the form and substance attached hereto as Exhibit F.

(xvii) A Letter of Representations from each of Lennar Homes of California, LLC, a California limited liability company (the “Developer”) and R- Hearthstone Lot Option Pool 02 LP, a Delaware limited partnership (the “Hearthstone Land Bank ”) addressed to the District and the Underwriter in connection with the printing of the Preliminary Official Statement dated the date of the Preliminary Official Statement, in the form attached hereto as Exhibit G-1 and G-2, respectively.

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(xviii) A Closing Certificate from each of the Developer and the Hearthstone Land Bank , dated the Closing Date, in the f orm attached hereto as Exhibit H-1 and H-2, respectively.

(xix) (i) A negative assurance letter of counsel to the Developer addressed to the Underwriter and the District , dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel; and (ii) an opinion of counsel to the Developer addressed to the Underwriter and the District, in form and substance acceptable to the Underwriter and Bond Counsel, to the effect that the Developer Continuing Disclosure Certificate in the form attached as an appendix to the Official Statement (the “ Developer Continuing Disclosure Certificate ”), has been duly authorized, executed and delivered by the Developer;

(xx) A certificate dated the Closing Date from Kitty Siino & Associates, Inc. (the “ Appraiser”) addressed to the District and the Underwriter substantially to the effect that (i) the assumptions made in the appraisal of the taxable properties within the District, dated [Appraisal Date] prepared by the Appraiser (the “ Appraisal Report ”) are reasona ble, (ii) the Appraisal Report fairly and accurately described, as of the stated date of value (the “ Date of Value ”), the market values of the properties in the District that are subject to the Special Tax, (iii) the Appraiser is not aware of any event or act which occurred since the Date of Value which, in its opinion, would materially and adversely affect the conclusions as to the market value of the appraised property in the Community Facilities District, (iv) the Appraiser consents to the reproduction of the Appraisal Report as an appendix to t he Preliminary Official Statement and the final Official Statement, each with respect to the Bonds, and to the references to the Appraiser and the Appraisal Report made in the Preliminary Official Statement and the Official Statement, (v) the Appraisal Rep ort complies with the Appraisal Standards for Land -Secured Financings issued by the California Debt and Investment Advisory Commission dated July, 2004, (vi) a true and correct copy of the Appraisal Report is attached as an appendix to the Preliminary Offi cial Statement and the Official Statement; and (vii) neither the Appraisal Report nor the information in the Preliminary Official Statement or the Official Statement referring to it contains any untrue statement of a material fact or omits to state a mater ial fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xxi) A certificate dated the Closing Date from Empire Economics, Inc. addressed to the District and the Underwriter to t he effect that the statements in the Preliminary Official Statement and the Official Statement provided by Empire Economics, Inc. and all information supplied by it for use in the Preliminary Official Statement and the Official Statement were as of the ir r espective dates and are as of the Closing Date true and correct, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make 263
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the statements therein, in light of the circumstances under which they were made, not misleading;

(xxii) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, Disclosure Counsel or Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the Issuer herein contained and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied.

If the Issuer is unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter to purchase and accept delivery of the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the Issuer shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 11 shall continue in full force and effect.

9. The obligations of the Issuer to issue and deliver the Bonds on the Closing Date is subject, at the option of the Issuer, to the performance by the Underwriter of its obligations to be performed hereunder at or prior to the Closing Date.

10. All representations, warranties and agreements of the Issuer hereunder shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Issuer and shall survive the Closing.

11. The Issuer shall pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Agreement, including, but not limited to, delivery of the Bonds, costs of printing the Bonds, the Preliminary Official State ment and the Final Official Statement, any amendment or supplement to the Preliminary Official Statement or Final Official Statement and this Agreement, fees and disbursements of Bond Counsel and Disclosure Counsel, any financial advisor and other consulta nts engaged by the Issuer, including the fees and expenses of the special tax consultant and fees of the Trustee.

The Underwriter shall pay the California Debt Investment and Advisory Commission fee, all advertising expenses in connection with the public offering of the Bonds, and all other expenses incurred by it in connection with its public offering and distribution of the Bonds, including fees and expenses of its counsel, meals, transportation, and lodging (but not entertainment expenses), and fees and disbursements in connection with the qualification of the Bonds for sale under the securities or “Blue Sky” laws of the various jurisdictions and the preparation of “Blue Sky” memoranda.

12. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing at its address set forth above, and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to the following: Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Sara Oberlies Brown.

13. This Agreement is made solely for the benefit of the Issuer and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser 264
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of the Bonds, shall acquire or have any right hereunder or by virtue hereof. This Agreem ent supersedes and replaces all prior negotiations, agreements and understanding among the parties hereto in relation to the sale of the Bonds by the Issuer.

14. Establishment of Issue Price.

(a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit I, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

All actions to be taken by Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the District by the Municipal Advisor and any notice or report to be provided to the District may be provided to the District’s Municipal Advisor. (b) Except as otherwise set forth in Exhibit A attached hereto, the Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds.

If at that time t he 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public , provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Issuer or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treate d as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price ”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, exc ept as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions se t forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule ”). So long as the hold -the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
265
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The Underwriter will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any t hird-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that matur ity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold -the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its kn owledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or brok er-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, con tains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notifi ed by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Issuer acknowledges that, in making the repre sentations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to com ply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds , as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial 266
-17-
sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds , as set forth in the third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering- price rule if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a wri tten contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to ( A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), ( B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct own ership by one partnership of another), or ( C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the oth er entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

(iv) “sale date” means the date of execution of this Agreement by all parties.

15. In the event that any provision of this Agreem ent is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision of this Agreement.

16. This Agreement may be executed in any number of counterparts, all of which ta ken together will constitute one agreement, and any of the parties hereto may execute the Agreement by signing any such counterpart.

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17. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Very truly yours,

STIFEL, NICOLAUS & COMPANY,
INCORPORATED, as Underwriter

By:

Authorized Officer

Accepted:

CITY OF FONTANA COMMUNITY
FACILITIES DISTRICT NO. 99
(THE RETREAT)

By:

Authorized Officer
Time of Execution:
268
B-1

EXHIBIT A

Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule

_________________
T: Term Bond.

C: Priced to optional redemption date of September 1, 20__, at __%.

CC: Priced to optional redemption date of September 1, 20__, at par. * At the time of execution of this Agreement and assuming orders are confirmed immediately after the execution of this Agreement.

269
B-2

REDEMPTION TERMS

Optional Redemption. The Bonds maturing on and after September 1, 20__ shall be subject to optional redemption, in whole, or in part in Authorized Denominations, on any date on or after September 1, 20 __, from any source of available funds, at the following respective Redemption Prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
September 1, 20 __ through August 31,
20__
103%
September 1, 20__ through August 31,
20__
102
September 1, 20 __ through August 31,
20__
101
September 1, 20__ and thereafter 100
Mandatory Redemption from Special Tax Prepayments . The Bonds shall be subject to mandatory redemption, in whole, or in part in Authorized Denominations, on any Interest Payment Date, from and to the extent of Special Tax prepayments required to be applied thereto pursuant to the Indenture and any amount required to be applied thereto pursuant to the Indenture , at the following respective Redemption Prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
Any Interest Payment Date through
March 1, 20__
103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and thereafter 100

Mandatory Sinking Fund Redemption . The Bonds maturing September 1, 20 __ shall be subject to mandatory sinking fund redemption, in part, on September 1 in each year, commencing September 1, 20 __, at a Redemption Price equal to the principal amount of the Bonds matur ing September 1, 20 __ to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the respective years as follows:

Term Bond maturing on September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Principal Amount
to be
Redeemed

(Maturity)

270
B-3

EXHIBIT B

$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

CERTIFICATE OF SPECIAL TAX CONSULTANT

DTA, Inc. (“Special Tax Consultant”), Newport Beach, California , was retained as Special Tax Consultant and assisted in the preparation of and has reviewed the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) set forth in Appendix A to the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement ”) and the Official Statement dated [Pricing Date] (the “Official Statement ”) relating to the above -referenced bonds (the “Bonds”) being issued by City of Fontana Community Facilities District No. 99 (The Retreat) (the “Issuer”). Based upon the Special Tax Consultant ’s review of the Preliminary Official Statement, the Official Statement and such other documents as it deems relevant in the circumstances, the Special Tax Consultant hereby certifies that the Special Tax, if collected in the maximum amounts permitted under the Rate and Method, would generate at least 110% of the gross annual debt service on the Bonds plus estimated Administrative Expenses , provided that the annual debt service figures on the attached debt ser vice schedule, which were relied upon by Special Tax Consultant, are substantially true and correct.

Although the Special Tax if collected in the maximum amounts under the Rate and Method will generate at least 110% of the gross annual debt service payable with respect to the Bonds each year (net of estimated Administrative Expenses) , no representation is made herein as to actual amounts that will be collected in future years.

All information with respect to the Rate and Method and all other information sourced to the Special Tax Consultant in the Preliminary Official Statement as of its date and [Pricing Date], and the Official Statement as of its date and the date hereof is true and correct, and a true and correct copy of the Rate and Metho d is attached to the Preliminary Official Statement and the Official Statement as Appendix A.

Dated: [Closing Date]
DTA, INC.

By:

271

C-1

EXHIBIT C

$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

ISSUER CLOSING CERTIFICATE

I, the undersigned, hereby certify that I am the ____________ of the City of Fontana (the “City”), the City Council of which is the legislative body for City of Fontana Community Facilities District No. 99 (The Retreat ) (the “Issuer”), a community faciliti es district duly organized and existing under the laws of the State of California (the “State”) and that as such, I am authorized to execute this Certificate on behalf of the Issuer in connection with the issuance of the above-referenced bonds (the “Bonds”).

I hereby further certify on behalf of the Issuer that:

(A) to my best knowledge, after reasonable inquiry, no litigation is pending with respect to which the Issuer has been served with process or threatened (1) to restrain or enjoin the issuance of any of the Bonds or the collection of Net Special Tax Revenues pledged under the Indenture; (2) in any way contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds or the Issuer Documents; or (3) in any way contesting the existence or powers of the Issuer;

(B) the representations and warranties made by the Issuer in the Bond Purchase Agreement dated [Pricing Date] , between the Issuer and Stifel, Nicolaus & Company, Incorporated (the “Agreement”) are true and correct in all material respects on the Closing Date, with the same effect as if made on the Closing Date;

(C) no event affecting the Issuer has occurred since the date of the Final Official Statement that, as of the Closing Date , would cause any statement or information contained in the Final Official Statement under the caption “ABSENCE OF LITIGATION ” to be incorrect or incomplete in any material respect or would cause the information contained under such caption in the Final Of ficial Statement to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make such statements therein, in the light of the circumstances under which they were made, not misleading;

272

C-2
(D) as of the date hereof , the Issuer Documents are in full force and effect in accordance with their terms and have not been amended, modified or supplemented except in such case as may have been agreed to by the Underwriter; and

(E) the Issuer has complied with all the agreemen ts and satisfied all the conditions on its part to be performed or satisfied under the Issuer Documents prior to issuance of the Bonds.

Capitalized terms not defined herein shall have the same meaning set forth in the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date herein below set forth.

Dated: [Closing Date]

CITY OF FONTANA COMMUNITY
FACILITIES DISTRICT NO. 99 (THE

RETREAT)

By:

Name:

Title:

273

D-1

EXHIBIT D

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

I, the undersigned, hereby certify that I am the _____________ of the City of Fontana (the “City”), the City Council of which is the legislative body for City of Fontana Community Facilities District No. 99 (The Retreat ) (the “Issuer”), a community facilities district duly organized and existing under the laws of the State of California (the “State”) and that as such, I am authorized to execute this Certificate on behalf of the Issuer in connection with the issuance of the above-referenced bonds (the “Bonds”).

I further hereby certify on behalf of the Issuer as follows:

(1) This Certificate is delivered in connection with the offering and sale of the Bonds in order to enable the underwriter of the Bonds to comply with Rule 15c2 -12 of the Securities Exchange Commission (“Rule 15c2-12”).

(2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, setting forth information concerning the Bonds, the City and the Issuer (the “Preliminary Official Statement”).

(3) As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all with respect to the Bonds.

(4) The Pr eliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of Rule 15c2-12.

IN WITNESS WHEREOF, I have hereunto set my hand as of [POS Date].

CITY OF FONTANA COMMUNITY
FACILITIES DISTRICT NO. 99 (THE

RETREAT)

By:

Name:

Title:

274

E-1

EXHIBIT E

$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

CERTIFICATE OF U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

The undersigned hereby states and certifies that the undersigned is an authorized officer of U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) under that certain Indenture, dated as of May 1, 2023 (the “Indenture”), between City of Fontana Community Facilities District No. 99 (The Retreat) (the “Issuer”) and the Trustee, relating to the captioned bonds (the “Bonds”) and as such, is familiar with the following facts and is authorized and qualified to certify the following facts on behalf of the Trustee:

(1) The Trustee is duly organized and existing as a national banking association under the laws of the United States of America, having the full power and authority to enter into and perform its duties unde r the Indenture and the District Continuing Disclosure Agreement.

(2) The Indenture and the District Continuing Disclosure Agreement have been duly authorized, executed and delivered by the Trustee and the Bonds have been authenticated by a duly authorized representative of the Trustee in accordance with the Indenture.

(3) There is no action, suit, proc eeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body pending against the Trustee or threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of th e Trustee or in any way contesting or affecting the validity or enforceability of the Indenture or the District Continuing Disclosure Agreement or contesting the powers of the Trustee or its authority to enter into and perform its obligation under the Indenture or the District Continuing Disclosure Agreement.

Capitalized terms not defined herein have the same meaning as is set forth in the Bond Purchase Agreement relating to the Bonds.

Dated: [Closing Date] U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Trustee

By
Authorized Officer

275

F-1

EXHIBIT F

$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

CERTIFICATE OF MUNICIPAL ADVISOR

The undersigned hereby states and certifies as follows:

(1) The undersigned is an authorized officer of CSG Advisors, Inc., which has acted as municipal advisor (the “Municipal Advisor”) to City of Fontana Community Facilities District No. 99 (The Retreat) (the “Issuer”) in connection with the issuance of the above -referenced bonds (the “Bonds”), and as such, is familiar with the facts herein certified and is authorized and qualif ied to certify the same.

(2) The Municipal Advisor has participated in the preparation of the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement ”) and the final Official Statement dated [Pricing Date] (the “Official Statement”) relating to the Bonds.

(3) Nothing has come to the attention of the Municipal Advisor which would lead it to believe that the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omit to state a mate rial fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Dated: [Closing Date] CSG ADVISORS, INC.,
as Municipal Advisor

By:

Authorized Officer

276

G-1-1

EXHIBIT G-1

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

LETTER OF REPRESENTATIONS
(Lennar Homes of California, LLC)

[POS Date]

City of Fontana Community Facilities
District No. 99 (The Retreat)
8353 Sierra Avenue
Fontana, California 92335
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 35th Floor
San Francisco, California 94104

Reference is made to the City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “Bond Purchase Agreement ”). This Letter of Representations (Lennar Homes of California, LLC ) (the “Letter of Representations”) is delivered pursuant to and in satisfaction of Section 8(c)(xvii) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein c ertified and is authorized and qualified to certify the same as an authorized officer or representative of Lennar Homes of California, LLC , a California limited liability company (the “Developer”), and the undersigned, on behalf of the Developer, further certifies as follows:

1. The Developer is duly organized and validly existing under the laws of the State of California, and has all requisite right, power and authority (i) to execute and deliver this Letter of Representations, and (ii) to develop its propert y in the City of Fontana Community Facilities District No. 99 (The Retreat ) (the “Community Facilities District”) as described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within the Community Facilities District is held in the name of the D eveloper or is owned by, and is under option to the Developer to acquire from R-Hearthstone Lot Option Pool 02 LP, a Delaware limited partnership (collectively, herein, the “Property”). The undersigned, on behalf of the Developer, makes the representations herein with respect to all such Property.

Except as otherwise described in the Preliminary Official Statement, the Developer’s current expectation is that the Developer shall remain the party responsible for the construction and sale of homes within the Property. Except as disclosed in the Preliminary Official Statement, the Developer has not entered into an agreement for development or management of the Property by 277

G-1-2

any other entity, except such subcontracts, consultant agreements and similar agreements for land development activities associated with the Developer’s development plan as are entered into in the ordinary course of business.

3. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned 1, is pending against any current Affiliate2 (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against the Developer, or any such Affiliate (a) to restrain or enjoin the collection of special tax levied on the Property by the Community Facilities District (the “ Special Tax”) or other sums pledged or to be pledged to pay the principal of and interest on the Bonds (e.g., the reserve fund established under the Indenture (herein, the “ Reserve Fund ”)), (b) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement, (c) to materially adversely affect the ability of the Developer to perform its obligations under the Continuing Disclosure Certificate (as hereinafter defined), (d) in any way contesting or affecting the validity of the Special Tax, or (e) which is reason ably likely to materially and adversely affect the Developer’s ability to develop and sell the Property as described in the Preliminary Official Statement or to pay the Special Tax due with respect to the Property (to the extent the responsibility of the D eveloper) prior to delinquency.

4. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information contained therein solely with respect to the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and

1 “Actual Knowledge of the Undersigned” means , as of the date of this Letter of Representations , the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in th is Letter of Representations, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Letter of Rep resentations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations. Individuals who are no longer employees of the Developer and its Affiliates have not been contacted.

2 “Affiliate” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Community Facilities Distr ict and investment decision regarding the Bonds (i.e., information relevant to (a) the Developer’s development plans with respect to the Property and ability to pay its Special Tax on the Property (to the extent the responsibility of the Developer) prior t o delinquency, or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Tax on the Property (to the extent the responsibility of the Developer). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

278

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contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of such Affiliates) as set forth under the sections of the Preliminary Official Statement captioned “INTRODUCTION – The District” (the first three paragraphs only), “PROPERTY OWNERSHIP AND THE DEVELOPMENT” and “CONTINUING DISCLOSURE – The Developer” (but in all cases under all captions excluding therefrom (i) information regarding the Appraisal Report (as defined herein) , market value ratios and annual special tax ratios, and (ii) information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. Except as described in the Preliminary Official Statement, there are no material loans outstanding and unpaid and no material lines of credit of the Developer or its Affiliates, that are secured by an interest in the Property. Neither the Developer nor, to the Actual Knowledge of the Undersigned, any of its Affiliates is currently in material default on any loans, lines of credit or other obligation related to the development of the Property or any other project which default is reasonably likely to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

6. To the Actual Knowledge of the Undersigned, other than as disclosed in the Preliminary Official Statement, the Developer is not aware that any of the Property has a current liability with respect to the presence of a substance presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable California law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.

7. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District, to challenge the adopt ion of the ordinance of the Community Facilities District levying Special Tax within the Community Facilities District, to invalidate the Community Facilities District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent the Developer in any way from bringing any other action, suit, proc eeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies co ntained in the Rate and Method of Apportionment of Special Tax pursuant to which Special Tax are levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected or (c) an action or suit to enforce the obligation s of the City and/or the Community Facilities District under the Resolutions and Ordinance, the Indenture, or any other agreements among the Developer, an Affiliate, the City and/or the Community Facilities District or to which the Developer or an Affiliate is a party or beneficiary.
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8. The Developer consents to the issuance of the Bonds. The Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement.

9. The Developer intends to comply with the provision of the Mello -Roos Community Facilities Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

10. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control o r supervision of the Federal Deposit Insurance Corporation.

11. The Developer agrees to execute at Closing the continuing disclosure certificate substantially in the form attached as Appendix H to the Preliminary Official Statement (the “Continuing Disclosure Certificate”), with such additional changes as may be agreed to by the Developer and the Underwriter. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware of any mater ial failures by it or any entity under managerial control of the Developer to comply in all material respects with previous continuing disclosure undertakings in a written certificate or agreement executed by it or an entity under the managerial control of the Developer to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five years.

12. To the Actual Knowledge of the Undersigned, execution and delivery of the Continuing Disclosure Certificate, and the performance by the Developer of its obligations under the Continuing Disclosure Certificate, will not conflict with or constitute a breach of or default under any loans, lines of credit, agreements, or other contractual or fin ancial obligations of the Developer, or any applicable law, regulation, judgment or decree.

13. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able to pay their bills as they become due and no legal proceedings are pending against any Affiliate of the Developer (with proper service of process having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debt or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation wh ich is reasonably likely to have a materially adverse impact on the ability of the Developer to develop the Property as described in the Preliminary Official Statement, to perform its obligations under the Continuing Disclosure Certificate or to pay the Special Tax or ad valorem tax obligations with respect to the portion of the Property then owned by the Developer (to the extent the responsibility of the Developer) prior to delinquency.

14. The Developer has been developing or has been involved in the developm ent of numerous projects over an extended period of time. It is likely that the Developer and its Affiliates have been delinquent at one time or another in the payment of ad valorem property 280

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taxes, special assessments or Special Tax . However, to the Actua l Knowledge of the Undersigned, during the last five years, neither the Developer nor any current Affiliate has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property included within the boundaries of a community facilities district or an assessment district in California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or ( b) resulted in a foreclosure action being commenced against the delinquent Developer or such Affiliate in a court of law.

15. The Developer has not filed for the reassessment of the assessed value of any portions of the Property, other than in connection with the sale of homes to individual homebuyers.

16. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits, actions or contingent liabilities by and among the Developer, its Affiliates or any contractors working on the development of the Property which is reasonably likely to materially and adversely affect the Developer’s development of the Property as described in the Preliminary Official Statement, the performance of the Developer’s obligations under the Continuing Disclosure Certificate, or the payment of the Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

17. Based upon the current development plans, including, without limitation, the current budget and subject to econ omic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled “SPECIAL RISK FACTORS,” the Developer presently anticipates that it will have sufficient funds to develop the Property as described in the Preliminary Official Statement and to pay Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and does not anticip ate that the City or the Community Facilities District will be required to resort to a draw on the Reserve Fund for payment of principal of or interest on the Bonds due to the Developer’s nonpayment of Special Tax. However, neither the Developer nor any o f its Affiliates are obligated to make any additional capital contribution or loan to the Developer at any time, and the Developer reserves the right to change its development plans and financing plans for the Property at any time without notice.

18. An appraisal of the taxable properties within the Community Facilities District, dated [INSERT APPRAISAL DATE] (the “Appraisal Report”), was prepared by Kitty Siino & Associates, Inc. (the “Appraiser”). The Appraisal Report estimates the market value of the taxable properties within the Community Facilities District as of February 16, 2023 (the “Date of Value”). To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of and authorized by, the Developer to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow or circled in Exhibit A attached hereto, was true and correct in all material respects as of the Date of Value.

19. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 4 herein (and subject to the limitations and exclusions set forth in Paragraph 4), the Developer agrees to indemnify and hold harmle ss, to the extent permitted by law, the City, the Community Facilities District, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, 281

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as amended (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent such losses, claims, damages, liabilities or actions, or legal or other expenses, arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission of a materi al fact by the Developer in the above -referenced information in the Preliminary Official Statement, as of its date, necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnifica tion may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless su ch liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemn ified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expens es of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated i n writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent set forth above. If the Developer shall, after receiving notice of the indemnification obligation of the Developer and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have 282

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the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding , and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

20. If between the date hereof and the Closing Date any event relating to or affecting the Developer, its Affiliates, ownership of the Property, the proposed development of the Property, the Developer’s development pla n, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of such Affiliate s) shall occur of which the undersigned has actual knowledge which would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 4 hereof (and subject to the limitations and exclusions contained in Paragraph 4 hereof), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Developer shall notify the City, the Community Facilities District and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City and the Community Facilities District in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City, the Community Facilities District and to the Underwriter.

21. The Developer agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Exhibit H to the Bond Purchase Agreement. If any event related to or affecting the Developer, its Affiliates, or the ownership, development, or sale of the Property occurs, as a result of which it is necessary to modify the Closing Certificate, the Developer agrees to deliver a new Closing Certificate revised to reflect such event.

22. On behalf of the Developer, I have reviewed the contents of this Letter of Representations and have had the opportunity to discuss with counsel to the Developer the meaning of the contents of this Letter of Representations. The Developer acknowledges and understands that a va riety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule 10b -5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Developer and that under some circumstances , certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such securities laws.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Letter of Representations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Developer.

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company

By:

Name:

Title:

[SIGNATURE PAGE TO LETTER OF REPRESENTATIONS OF
LENNAR HOMES OF CALIFORNIA, LLC]
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EXHIBIT A
TO

LETTER OF REPRESENTATIONS
(Lennar Homes of California, LLC)

DEVELOPER PROVIDED INFORMATION IN APPRAISAL REPORT

See attached.

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EXHIBIT G-2

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

LETTER OF REPRESENTATIONS
(R-Hearthstone Lot Option Pool 02 LP)

[POS Date]

Reference is made to the City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “Bond Purchase Agreement”). This Le tter of Representations ( R- Hearthstone Lot Option Pool 02 LP) (the “Letter of Representations”) is delivered pursuant to and in satisfaction of Section 8(c)(xvii) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative o f R- Hearthstone Lot Option Pool 02 LP, a Delaware limited partnership (the “Hearthstone Land Bank”), and the undersigned, on behalf of the Hearthstone Land Bank, further certifies as follows:

1. The Hearthstone Land Bank is duly organized and validly existing under the laws of the State of California, and has all requisite right, power and authority to execute and deliver this Letter of Representations.

2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within the City of Fontana Community Facilities District No. 99 (The Retreat) (the “Community Facilities District”) is held in the name of the Hearthstone Land Bank (herein, the “Property”). The undersigned, on behalf of the Hearthstone Land Bank , makes the representations herein with respect to all such Property. Except as disclosed in the Preliminary Official Statement, the Hearthstone Land Bank has not entered into an agreement for the sale, development or management of the Property by any other entity.

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the Hearthstone Land Bank having been accomplished) or, to the Actual Knowledge of the Undersigned3, is pending against any current Affiliate 4 (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowle dge of the Undersigned is threatened in writing against the Hearthstone Land Bank, or any such Affiliate (a) to restrain or enjoin the collection of special tax levied on the Property by the Community Facilities District (the “Special Tax”) or other sums pledged or to be pledged to pay the principal of and interest on the Bonds (e.g., the reserve fund established under the Indenture (herein, the “ Reserve Fund”)), (b) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement, (c) in any way contesting or affecting the validity of the Special Tax, or ( d) which is reasonably likely to materially and adversely affect the Hearthstone Land Bank ’s ability to sell the Property as described in the Prelim inary Official Statement or to pay the Special Tax due with respect to the Property (to the extent the responsibility of the Hearthstone Land Bank) prior to delinquency.

4. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information contained therein solely with respect to the Hearthstone Land Bank, its Affiliates, ownership of the Property and contractual arrangements of the Hearthstone Land Bank or any Affiliates (including the Option Agreement described in the Preliminary Official Statement) as set forth under the sections of the Preliminary Official Statement captioned “INTRODUCTION – The District” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT – Hearthstone,” and “ – Development Plan – Option Agreement” (but in all cases under all captions excluding therefrom information which is identified as having been provided by a source other than the Hearthstone Land Bank ), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact

3 “Actual Knowledge of the Undersigned” means , as of the date of this Letter of Representations , the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Hearthstone Land Bank currently has or has obtained through (i) interviews with such current officers and responsible employees of the Hearthstone Land Bank and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the un dersigned to obtain knowledge of the matters set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with th e ordinary course of the Hearthstone Land Bank’s current business and operations. Individuals who are no longer employees of the Hearthstone Land Bank and its Affiliates have not been contacted.

4 “Affiliate” means, with respect to the Hearthstone Land Bank , any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Hearthstone Land Bank , and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Community Facilities District and investment decision regarding the Bonds (i.e., information relevant to (a) the Hearthstone Land Bank’s development plans with respect to the Property and ability to pay its Special Tax on the Property (to the extent the responsibility of the Hearthstone Land Bank) prior to delinquency, or (b) such Person’s assets or funds that would materially affect the Hearthstone Land Bank’s ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Tax on the Property (to the extent the responsibility of the Hearthstone Land Bank). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (in cluding the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. Except as described in the Preliminary Official Statement, there are no material loans outstanding and unpaid and no material lines of credit of the Hearthstone Land Bank or its Affiliates, that are secured by an interest in the Property. Neither the Hearthstone Land Bank nor, to the Actual Knowledge of the Undersigned, any of its Affiliates is (a) currently the Landbank and its Relevant Entities are not in breach of or in default under the Option Agreement, (b) in material default on any loans, lines of credit or other obligation related to the development of the Property or any other project which default is reasonably likely to materially and adversely affect the Hearthstone Land Bank ’s ability to pay the Special Tax due with respect to the Property (to the extent the responsibility of the Hearthstone Land Bank) prior to delinquency.

6. The Hearthstone Land Bank covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Hearthstone Land Bank and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District, to challenge the adoption of the ordinance of the Community Facilities District levyin g Special Tax within the Community Facilities District, to invalidate the Community Facilities District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highw ays Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent the Hearthstone Land Bank in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity , before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax ha s not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of S pecial Tax pursuant to which Special Tax are levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected or (c) an action or suit to enforce the obligations of the City and/or the Community Facilities Distri ct under the Resolutions and Ordinance, the Indenture, or any other agreements among the Hearthstone Land Bank , an Affiliate, the City and/or the Community Facilities District or to which the Hearthstone Land Bank or an Affiliate is a party or beneficiary.

7. To the Actual Knowledge of the Undersigned, the Hearthstone Land Bank is able to pay its bills as they become due and no legal proceedings are pending against the Hearthstone Land Bank (with proper service of process having been accomplished) or, to the A ctual Knowledge of the Undersigned, threatened in writing in which the Hearthstone Land Bank may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be a llowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

8. To the Actual Knowledge of the Undersigned, during the last five years, neither the Hearthstone Land Bank nor any current Affi liate has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property included within the boundaries of a community facilities district or an assessment district in California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure 288

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action being commenced against the delinquent Hearthstone Land Bank or su ch Affiliate in a court of law.

9. If between the date hereof and the Closing Date any event relating to or affecting the Hearthstone Land Bank , its Affiliates, ownership of the Property, and contractual arrangements of the Hearthstone Land Bank or any Affili ates shall occur of which the undersigned has actual knowledge which would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 4 hereof (and subject to the limitations and exclusions contained in Paragraph 4 hereof), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Hearthstone Land Bank shall notify the City, the Community Facilities District and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Hearthstone Land Bank shall reasonably cooperate with the City and the Community Facilities District in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City, the Community Facilities District and to the Underwriter.

10. The Hearthstone Land Bank agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Exhibit H-2 to the Bond Purchase Agreement. If any event related to or affecting the Hearthstone Land Bank , its Affiliates, or the ownership, development, or sale of the Property occurs, as a result of which it is necessary to modify the Closing Certificate, the Hearthstone Land Bank agrees to deliver a new Closing Certificate revised to reflect such event.

11. On behalf of the Hearthstone Land Bank, I have reviewed the contents of this Letter of Representations and have had the opportunity to discuss with counsel to the Hearthstone Land Bank the meaning of the contents of this Letter of Representations. The Hearthstone Land Bank acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule 10b -5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Hearthstone Land Bank and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Hearthstone Land Bank under such securities laws.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Hearthstone Land Bank and he or she will have no personal liability arising from or relating to this Letter of Repre sentations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Hearthstone Land Bank.

R-HEARTHSTONE LOT OPTION POOL 02 LP,
a California limited partnership

By:

Name:

Title:

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H-1-1
EXHIBIT H-1
$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

CLOSING CERTIFICATE
(Lennar Homes of California, LLC)

[Closing Date]
City of Fontana Community Facilities
District No. 99 (The Retreat)
8353 Sierra Avenue
Fontana, California 92335
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 35th Floor
San Francisco, California 94104

Ladies and Gentlemen:

Reference is made to the above -captioned bonds (the “Bonds”) and to the Bond Purchase Agreement, dated [Pricing Date] (the “Bond Purchase Agreement ”), entered into in connection therewith. This Closing Certificate ( Lennar Homes of California, LLC) (the “Closing Certificate”) is delivered pursuant to Section 8(c)(xviii) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations (Lennar Homes of California, LLC), dated [POS Date] (the “Letter of Representations”), delivered by Lennar Homes of California, LLC, a California limited liability company (the “Developer”).

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and the undersigned, on behalf of the Developer, further certifies as follows:

1. The Developer has received the final Official Statement dated [Pricing Date] relating to the Bonds (the “Official Statement ”). To the Actual Knowledge of the Undersigned, each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement.

2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) relating to the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any 291

H-1-2
Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of its Affiliates), which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.

3. For the period through 25 days after t he “End of the Underwriting Period ” as defined in the Bond Purchase Agreement (provided the Developer may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event relating to or affecting the Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of its Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City or the Community Facilities District, to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) not misleading in the light of the circumstances under which they were made , the Developer shall reasonably cooperate with the City, the Community Facilities District and the Underwriter in the preparation and publication of a supplement or amendment to the information under the sections of the Official Statement indicated in Paragra ph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) , in form and substance satisfactory to the Underwriter and counsel to the City and the Community Facilities District which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.4. The Developer has duly authorized the execution and delivery of the Continuing Disclosure Certificate and is duly authorized to perform the obligation on its part to be performed thereunder, and the Continuing Disclosure C ertificate constitutes the legal, valid and binding obligation of the Developer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws a ffecting the rights of creditors and certain equitable, legal or statutory principles affecting enforcement of contractual rights generally, regardless of whether such enforcement is considered in a proceeding of law or equity.

[Remainder of Page Intentionally Left Blank; Signature Page Follows] 292

H-1-3

The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Developer.

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company

By:

Name:

Title:
293

H-2-1
EXHIBIT H-2
$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

CLOSING CERTIFICATE
(R-Hearthstone Lot Option Pool 02 LP)

Ladies and Gentlemen:

Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations (R-Hearthstone Lot Option Pool 02 LP ), dated [POS Date] (the “Letter of Representations”), delivered by R-Hearthstone Lot Option Pool 02 LP , a California limite d partnership (the “Hearthstone Land Bank”).

The undersigned certifies that he or she is familiar with t he fact s herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Hearthstone Land Bank , and the undersigned, on behalf of the Hearthstone Land Bank , further certifies as follows:

1. The Hearthstone Land Bank has received the final Official Statement dated [Pricing Date] relating to the Bonds (the “ Official Statement ”). To the Actual Knowledge of the Undersigned, each statement, representation and warranty made in the Letter of Representa tions is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement.

H-2-2
development of the Property, ownership of the Property, and contractual arrangements of the Hearthstone Land Bank or any Affiliates (including the Option Agreement described in the Official Statement), which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in th e Official Statement not misleading in any material respect.

3. For the period through 25 days after the “ End of the Underwriting Period ” as defined in the Bond Purchase Agreement (provided the Hearthstone Land Bank may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event rel ating to or affecting the Hearthstone Land Bank , its Affiliates, ownership of the Property, and contractual arrangements of the Hearthstone Land Bank or any Affiliates (including the Option Agreement described in the Official Statement) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City or the Community Facilities District, to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Hearthstone Land Bank shall reasonably cooperate with the City, the Community Facilities District and the Underwriter in the preparation and publication of a supplement or amendment to the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations), in form and substance satisfactory to the Underwriter and counsel to the City and the Community Facilities District which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under wh ich they were made, not misleading.

[Remainder of Page Intentionally Left Blank; Signature Page Follows] 295

H-2-3

The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Hearthstone L and Bank and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Developer.

R-HEARTHSTONE LOT OPTION POOL 02 LP,
a California limited partnership

By:

Name:

Title:
296

I-1

EXHIBIT I

FORM OF ISSUE PRICE CERTIFICATION
$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

ISSUE PRICE CERTIFICATE

The undersigned, Stifel, Nicolaus & Company, Incorporated (“Stifel”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1. Bond Purchase Agreement. On [Pricing Date] (the “Sale Date”), Stifel and the Issuer executed a Bond Purchase Agreement (the “Purchase Agreement”) in connection with the sale of the Bonds. Stifel has not modified the Purchase Agreement since its execution on the Sale Date.

2. Price.

(a) As of the date of this Certificate, for each [Maturity] [[of the General Rule Maturities] of the Bonds, the first price at which at least 10% of each such Maturity of the Bonds was sold to the Public (the “10% Test”) was the respective price for such Maturity listed in Schedule A attached hereto.
(b) [Stifel offered the Hold -the-Offering-Price Ma turities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(c) As set forth in the Bond Purchase Agreement, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the- offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the sellin g group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined b elow) has offered or sold any Maturity of the Hold -the- Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] (d) [** With respect to each of the General Rule Maturities of the Bonds:
(1) As of the date of this Certificate, Stifel has not sold at least 10% of the Bonds of these Maturities at any single price.
297

I-2
(2) As of the date of this Certificate, Stifel reasonably expects that the first sale to the Public of Bonds of these Maturities will be at or below the respective price or prices listed on the attached Schedule A as the “Reasonably Expected Sale Prices for Undersold Maturities.”
(3) Stifel will provide actual sales information (substantially similar to the information contained on Schedule B ) as to the price at which the first 10% of each such Maturity (i.e., the Undersold Maturity or Maturities) is sold to the Public. (4) On the date the 10% Test is satisfied with respect to all Maturities of the Bonds, Stifel will execute a supplemental certificate substantially in the form attached hereto as Schedule C with respect to any remaining Maturities for which the 10% Test has not been satisfied as of the Closing Date.**]

3. Defined Terms.

(a) “General Rule Maturities” means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) “Hold-the-Offering-Price Maturities” means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) “Holding Period” means, with respect to a Hold -the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Stifel has sold at least 10% of such H old-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) “Issuer” means the City of Fontana Community Facilities District No. 99 (The Retreat). (e) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) “Underwriter” means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public , and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

4. Reserve Fund. The funding of the Reserve Fund under the Indenture, and as provided in the Tax Certificate, is reasonably required, was a vital factor in marketing the Bonds, facilitated the 298

I-3
marketing of the Bonds at an interest rate comparable to that of bonds and other tax-exempt obligations of a similar type, and is not in excess of the amount necessary for such purpose.

5. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer dated [Closing Date] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED

By:

Managing Director

By:

Director

Dated: [Closing Date]
299

I-4

SCHEDULE A
TO

ISSUE PRICE CERTIFICATE

[Schedules to be updated at pricing in the event there are Hold-the-Offering-Price- Maturities]

Actual Sales Information as of Closing Date

Maturity/CUSIP Coupon Date Sold Time Sold Par Amount Sale Price

[**Reasonably Expected Sales Prices for Undersold Maturities as of Closing Date

Maturity/CUS
IP
Coupon Par Amount Offering
Prices

**]

300

I-5

[**SCHEDULE B
TO

ISSUE PRICE CERTIFICATE

Actual Sales for Undersold Maturities as of the Closing Date

Maturity/CUSIP Date Sold Time Sold Par Amount Sale Price

**]

301

I-6
[**SCHEDULE C
TO

ISSUE PRICE CERTIFICATE

SUPPLEMENTAL ISSUE PRICE CERTIFICATE OF UNDERWRITER

$[PAR]

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

1. Issue Price.
(a) Stifel sold at least 10% of the _______ Maturities of the Bonds to the Public at the price or prices shown on the Issue Price Certificate dated as of the Closing Date (the “10% Test”). With respect to each of the ______ Maturities of the Bonds, Stifel had not satisfied the 10% Test as of the Closing Date (the “Undersold Maturities”). (b) As of the date of this Supplemental Certificate, Stifel has satisfied the 10% Test with respect to the Undersold Maturities. The first price or prices at which at least 10% of each such Undersold Maturity was sold to the Public are the respective prices listed on Exhibit A attached hereto.

2. Defined Terms.
(a) “Issuer” means the City of Fontana Community Facilities District No. 99 (The Retreat). (b) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(c) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) “Underwriter” means (1) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to t he Public, and (2) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
302

I-7

3. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer dated [Closing Date] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that t he interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038 -G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED

By:
[Title]

Dated: [Closing Date]

303

I-8

EXHIBIT A
TO
SUPPLEMENTAL ISSUE PRICE CERTIFICATE**]

304
Stradling Yocca Carlson & Rauth
Draft dated March 27, 2023

4884-6669-4465v3/022777-0039
PRELIMINARY OFFICIAL STATEMENT DATED APRIL __, 2023
NEW ISSUE – BOOK-ENTRY-ONLY NO RATING
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that, for tax years beginning after December 31, 2022, interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. See “TAX MATTERS” herein. $4,640,000*

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023
Dated: Date of Delivery Due: September 1, as shown on the inside cover page The City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Bonds”) are being issued and delivered by the City of Fontana Community Facilities District No. 99 (The Retreat) (the “District”) to (i) provide financing for certain public facilities and costs with respect thereto related to the development within the District, (ii) fund a reserve fund with respect to the Bonds, (iii) fund capitalized interest on the Bonds through September 1, 2023 and (iv) pay the costs of issuance with respect to the Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS” herein. The District has been formed by and is located in the City of Fontana, California (the “City”).

The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California), and pursuant to an Indenture, dated as of May 1, 2023, by and between the District and U.S. Bank Trust Company, National Association, as Trustee. The Bonds are special, limited obligations of the District and are payable solely from Net Special Tax Revenues (as defined herein), and the other assets pledged therefor under the Indenture, all as further described herein. The Special Tax (as defined herein) is to be levied according to the rate and method of apportionment approved by the City Council of the City and the qualified electors within the District. The City Council is the legislative body of the District.

The Bonds are issuable 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”). Individual purchases of Bonds may be made in principal amounts of $5,000 and integral multiples thereof. Purchasers of Bonds will not receive certificates representing their beneficial ownership of the Bonds but will receive credit balances on the books of their respective nominees. Interest on the Bonds will be payable on each September 1 and March 1, commencing September 1, 2023. Principal of and interest on the Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are expected to remit such payments to the beneficial owners of the Bonds. See “THE BONDS — General Provisions” and Appendix I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK-ENTRY SYSTEM” herein.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT (EXCEPT TO THE LIMITED

EXTENT SET FORTH IN THE INDENTURE), THE CITY OR THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS OR ADDITIONAL BONDS. EXCEPT FOR THE

NET SPECIAL TAX REVENUES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS OR ADDITIONAL BONDS. THE BONDS AND ANY ADDITIONAL BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF THE CITY BUT

ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM NET SPECIAL TAX REVENUES AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

The purchase of the Bonds involves certain risks. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of certain risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Bonds.

This cover page contains certain information for general 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.

The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Orrick Herrington & Sutcliffe, LLP, Los Angeles, California, as Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed on for the City and the District by Best Best & Krieger LLP, Riverside, California, in its capacity as City Attorney, and by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Jones Hall, A Professional Law Corporation, San Francisco, California. It is anticipated that the Bonds will be available for delivery to DTC or its agent in book-entry form on or about May 11, 2023. [STIFEL LOGO]
Dated: April __, 2023

* Preliminary, subject to change.

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. 305

4884-6669-4465v3/022777-0039

MATURITY SCHEDULE
BASE CUSIP†: 344630
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield Price CUSIP† No.

$______ ___% Term Bonds due September 1, 20__, Yield: ___% Price: _____ CUSIP No. 344630___† $______ ___% Term Bonds due September 1, 20__, Yield: ___% Price: _____ CUSIP No. 344630___† $______ ____% Term Bonds due September 1, 20__, Yield: ___% Price: _____ CUSIP No. 344630___†

† 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 Inc. Copyright© 2023 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. 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 District, the City, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.
306

4884-6669-4465v3/022777-0039

CITY OF FONTANA

CITY COUNCIL
Acquanetta Warren, Mayor
Peter Garcia, Mayor Pro Tem
Phillip Cothran, Council Member
John Roberts, Council Member
Jesus “Jesse” Sandoval, Council Member
STAFF
Matthew C. Ballantyne, City Manager
Jessica Brown, Chief Financial Officer, Management Services Janet Koehler-Brooks, City Treasurer
Germaine Key, City Clerk
Best Best & Krieger LLP, City Attorney

BOND COUNSEL
Orrick Herrington & Sutcliffe LLP
Los Angeles, California

MUNICIPAL ADVISOR
CSG Advisors Incorporated
San Francisco, California

DISCLOSURE COUNSEL
Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California

TRUSTEE
U.S. Bank Trust Company, National Association
Los Angeles, California

SPECIAL TAX CONSULTANT
DTA, Inc.

Newport Beach, California

APPRAISER
Kitty Siino &Associates, Inc.

Tustin, California

PRICE POINT CONSULTANT
Empire Economics, Inc.

Capistrano Beach, California

307

4884-6669-4465v3/022777-0039
Except where otherwise indicated, all information contained in this Official Statement has been provided by the City and the District. No dealer, broker, salesperson or other person has been authorized by the City, the District, the Trustee or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City, the District, the Trustee 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 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 or owners of the 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 representations of fact.

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 and expressions of opinion herein are subject to change without notice and neither the 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 District, or any other parties described herein since the date hereof. All summaries of the Indenture or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the District for further information in connection therewith.

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States 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. Such statements are generally identifiable by the terminology used such as a “plan,” “expect,” “estimate,” “project,” “budget” or similar words. Such forward-looking statements include but are not limited to certain statements contained in the information under the captions “THE COMMUNITY FACILITIES DISTRICT” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT.”
The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Except as set forth in the District’s Continuing Disclosure Agreement, a form of which is attached hereto as Appendix G, neither the District nor the City plans to issue any updates or revisions to the forward-looking statements set forth in this Official Statement. The Developer (as defined herein) has agreed to provide certain continuing disclosure information concerning the Developer and its property within the District in the form attached hereto as Appendix H. See “CONTINUING DISCLOSURE.” A wide variety of other information, including financial information, concerning the City, is available from publications and websites of the City and others. No such information is a part of or incorporated into this Official Statement.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY

OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE

OF SUCH 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 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. 308

TABLE OF CONTENTS
Page
i
4884-6669-4465v3/022777-0039
INTRODUCTION ................................................................................................................................................ 1 The District .................................................................................................................................................... 1 Security and Sources of Payment for the Bonds ............................................................................................ 3 Description of the Bonds ................................................................................................................................ 4 Appraisal Report ............................................................................................................................................ 4 Price Point Study ............................................................................................................................................ 4 Professionals Involved in the Offering .......................................................................................................... 5 Continuing Disclosure.................................................................................................................................... 5 Bond Owners’ Risks ...................................................................................................................................... 5 Other Information .......................................................................................................................................... 6 ESTIMATED SOURCES AND USES OF FUNDS ............................................................................................ 6 THE BONDS ........................................................................................................................................................ 7 General Provisions ......................................................................................................................................... 7 Redemption .................................................................................................................................................... 7 Debt Service Schedule ................................................................................................................................. 11 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS .................................................................. 12 General ......................................................................................................................................................... 12 Special Tax ................................................................................................................................................... 13 Rate and Method of Apportionment ............................................................................................................ 13 Collection and Application of the Special Tax ............................................................................................ 18 Covenant for Superior Court Foreclosure .................................................................................................... 19 Special Tax Fund ......................................................................................................................................... 20 Reserve Fund ............................................................................................................................................... 20 Investment of Moneys .................................................................................................................................. 21 No Additional Bonds Except for Refunding Bonds ..................................................................................... 21 THE COMMUNITY FACILITIES DISTRICT ................................................................................................. 21 General Information Regarding the District ................................................................................................ 21 Assigned Special Tax and Development Summary ..................................................................................... 24 Direct and Overlapping Debt ....................................................................................................................... 25 Property Values ............................................................................................................................................ 28 Value-to-Lien Ratios .................................................................................................................................... 29 Delinquency History .................................................................................................................................... 33 PROPERTY OWNERSHIP AND THE DEVELOPMENT ............................................................................... 33 General Description of the Development ..................................................................................................... 34 Lennar Homes .............................................................................................................................................. 35 Hearthstone .................................................................................................................................................. 35 Development Plan ........................................................................................................................................ 36 Financing Plan ............................................................................................................................................. 40 SPECIAL RISK FACTORS ............................................................................................................................... 41 Risks of Real Estate Secured Investments Generally – Declines in Value .................................................. 42 Levy of the Special Tax ............................................................................................................................... 42 Collection of the Special Tax ....................................................................................................................... 43 Failure to Develop Properties ...................................................................................................................... 43 Concentration of Property Ownership ......................................................................................................... 44 Exempt Properties ........................................................................................................................................ 45 Constitutional Limitations on Taxation and Appropriations ........................................................................ 45 Maximum Special Tax ................................................................................................................................. 48 Payment of the Special Tax is Not a Personal Obligation of the Owners .................................................... 48 Disclosures to Future Purchasers ................................................................................................................. 49 Parity Taxes and Special Assessments ......................................................................................................... 49 309

TABLE OF CONTENTS
(continued)
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Depletion of Reserve Fund .......................................................................................................................... 49 Bankruptcy and Legal Delays ...................................................................................................................... 50 FDIC/Federal Government Interests In Properties ....................................................................................... 50 Geologic, Topographic and Climatic Conditions ......................................................................................... 51 Hazardous Substances .................................................................................................................................. 52 No Acceleration Provision ........................................................................................................................... 52 Bonds Are Limited Obligations ................................................................................................................... 52 Loss of Tax Exemption ................................................................................................................................ 53 Potential Early Redemption of Bonds from Special Tax Prepayments ........................................................ 53 Cybersecurity ............................................................................................................................................... 53 Impact of Economic Conditions on the Development in the District .......................................................... 53 Increasing Mortgage Interest Rates .............................................................................................................. 54 CONTINUING DISCLOSURE .......................................................................................................................... 54 Community Facilities District ...................................................................................................................... 54 The Developer .............................................................................................................................................. 55 TAX MATTERS................................................................................................................................................. 56 ABSENCE OF LITIGATION ............................................................................................................................ 58 ABSENCE OF RATINGS .................................................................................................................................. 58 CERTAIN LEGAL MATTERS ......................................................................................................................... 58 UNDERWRITING ............................................................................................................................................. 58 FINANCIAL INTERESTS ................................................................................................................................. 59 MUNICIPAL ADVISOR ................................................................................................................................... 59 ADDITIONAL INFORMATION ....................................................................................................................... 59

APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX ............................ A-1 APPENDIX B APPRAISAL REPORT...................................................................................................... B-1 APPENDIX C UPDATED PRICE POINT STUDY .................................................................................. C-1 APPENDIX D FORM OF OPINION OF BOND COUNSEL ................................................................... D-1 APPENDIX E GENERAL INFORMATION CONCERNING THE CITY OF FONTANA .................... E-1 APPENDIX F SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE .................................F-1 APPENDIX G FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT .......................... G-1 APPENDIX H FORM OF DEVELOPER CONTINUING DISCLOSURE CERTIFICATE .................... H-1

APPENDIX I INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK-ENTRY SYSTEM ................................................................................. I-1

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$4,640,000*

CITY OF FONTANA
COMMUNITY FACILITIES DISTRICT NO. 99 (THE RETREAT)
SPECIAL TAX BONDS, SERIES 2023

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement.

The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices, is to provide certain information concerning the issuance of the City of Fontana Community Facilities District No. 99 (The Retreat) Special Tax Bonds, Series 2023 (the “Bonds”) by the City of Fontana Community Facilities District No. 99 (The Retreat) (the “District”), in the aggregate principal amount set forth on the front cover page. The proceeds of the Bonds will be used to finance certain public facilities and costs with respect thereto related to the development within the District, to fund a reserve fund for the Bonds (the “Reserve Fund”), to fund capitalized interest on the Bonds through September 1, 2023, and to pay costs of issuance of the Bonds.

The Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Act”), and pursuant to the Indenture, dated as of May 1, 2023 (the “Indenture”), by and between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Bonds are secured under the Indenture by a pledge of, constituting a lien on and security interest in, the Net Special Tax Revenues (as defined herein) and any other amounts held in the Special Tax Fund, the Bond Fund and the Reserve Fund established pursuant to the Indenture.

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement.

The sale and delivery of the Bonds to potential investors is made only by means of the entire Official Statement.

All capitalized terms used in this Official Statement and not defined shall have the meaning set forth in Appendix F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE  Definitions” herein.

The District
The District includes approximately 18.45 gross acres and is located in the northern portion of the City of Fontana (the “City”). The District is located at the northwest corner of Beech Avenue and South Highland Avenue, south of Interstate 210 and east of Interstate 15. The District is being developed into a community known as “The Retreat” by Lennar Homes of California, LLC, a California limited liability (“Lennar Homes” or the “Developer”), and is expected to consist of a total of 194 single family residential units in two product lines known as “Chateau at the Retreat” (“Chateau”) and “Villas at the Retreat” (“Villas”). Chateau is proposed for 94 single family detached residential units and Villas is proposed for 100 attached condominium units. The District is located in Tract Map No. 20228, recorded on March 30, 2021.

Lennar Homes purchased all of the property in the District on May 4, 2021 for $16,500,000 from SC Landings, LLC, a California limited liability company (the “Original Landowner” or “SC Landings”). On

* Preliminary, subject to change.
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May 25, 2021, R-Hearthstone Lot Option Pool 02, L.P., a Delaware limited partnership (the “Hearthstone Land Bank”), and L-H Housing, LLC, a Delaware limited liability company and an affiliate of Lennar Homes (“L-H Housing”), entered into an Option and Development Agreement (the “Master Option Agreement”) regarding the terms and conditions of a land banking relationship. On May 25, 2021, Lennar Homes, L-H Housing, and Hearthstone Land Bank entered into Addendum 01 to Option and Development Agreement (the “Addendum” and together with the Master Option Agreement, collectively, the “Option Agreement”) whereby the parties agreed that the property within the District (the “District Property”) would be sold to Hearthstone Land Bank and Lennar Homes would hold an option (but not an obligation) to acquire portions of the District Property in numerous takedowns over time. Additional addendums were executed by Lennar Homes and Hearthstone Land Bank for property located outside of the District (the “Non-District Property”). In addition, as part of the Option Agreement, Hearthstone Land Bank and Lennar Homes agreed to use Lennar Communities, Inc. (the “Contractor”), a general contractor and affiliate of Lennar Homes, to construct improvements required by the conditions of approval to the District Property so as to allow the vertical construction on the District Property.

Under the terms of the Option Agreement, Hearthstone Land Bank agreed to provide Lennar Homes the exclusive right and option to purchase the District Property (and the Non-District Property) in consideration for (a) an initial deposit, which payment has been made to Hearthstone Land Bank; (b) the covenants of Lennar Homes to timely pay the option payments under the Option Agreement on a monthly basis in arrears; and (c) upon exercise of the option, the payment of the purchase price for each portion of the District Property acquired.

The District Property and the Non-District Property must be purchased in certain groups and in a specified order, although Lennar Homes may acquire more property than scheduled and at earlier times upon providing notice.

The failure to acquire the District Property and the Non-District Property in the specified number and order may result in a default under the Option Agreement. The failure to acquire the scheduled portion of the District Property or the Non-District Property may result in a default for the Option Agreement as a whole (i.e., the failure to acquire property for one project is a default for all projects). As of February 16, 2023, the date of value of the Appraisal (defined herein), Lennar Homes had taken down 149 of the planned 194 single family residential units in the District. Between February 16, 2023 and March 31, 2023, Lennar Homes has taken down property representing an additional __ residential units for a total take down property representing __ of the planned 194 single family residential units in the District. Lennar Homes is scheduled to take down all of the remaining property to be developed as ___ residential units in the District by August 2023. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT.”
As of February 16, 2023, within the District, 113 single family residential units had been completed and conveyed to individual homeowners, Lennar Homes owned 8 completed model units (none of which were in escrow), 9 homes over 95% complete (7 of which were in escrow), and 19 residential units under construction and less than 95% complete (17 of which were in escrow) and Hearthstone Land Bank owned 34 residential units under construction and less than 95% complete (5 of which were in escrow) and 11 lots in a finished lot condition (none of which were in escrow). As of March 31, 2023, within the District, __ single family residential units had been completed and conveyed to individual homeowners, Lennar Homes owned __ completed model units, __ completed residential production homes (__ of which were in escrow), __ residential units under construction (__ of which were in escrow), and __ lots in a finished lot condition (__ of which were in escrow), and Hearthstone Land Bank owned __ residential units under construction (__ of which were in escrow) and __lots in a finished lot condition (___ of which were in escrow). Sales contracts are subject to cancelation and, therefore, homes currently in escrow may not result in closed escrows with the prospective homebuyers. Within the District, 189 building permits had been obtained as of March 1, 2023. Accordingly, assuming no additional building permits are obtained prior to May 1, 2023, 189 parcels will be classified as Developed Property for the Fiscal Year 2023-24 Special Tax levy. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT.” The District was formed to finance certain public facilities and costs with respect thereto related to the development within the District. The Act was enacted by the California legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State of California (the “State”). Any local agency (as defined in the Act) may establish a community facilities district to provide for and finance the cost of eligible public facilities and services. The legislative body of the local agency which forms a community facilities district acts on behalf of such district as its legislative body. Subject 314

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to approval by two-thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness.

Pursuant to the Act, the City Council adopted the necessary resolutions stating its intent to establish the District, to authorize the levy of special taxes on taxable property within the boundaries of the District, and to have the District incur bonded indebtedness for the purpose of financing authorized facilities (the “Facilities”).

Following public hearings conducted pursuant to the provisions of the Act, the City Council adopted resolutions establishing the District and calling special elections to submit the levy of the special taxes and the incurring of bonded indebtedness to the qualified voters of the District. On July 14, 2020, at an election held pursuant to the Act, the then sole landowner who comprised the qualified voters of the District, SC Landings, authorized the District to incur bonded indebtedness in the aggregate principal amount of not to exceed $5,500,000 to be secured by the levy of Special Taxes (as defined below) on taxable property within the District for the purpose of financing the Facilities, and approved the rate and method of apportionment of the special taxes for the District (the “Rate and Method”).

The Rate and Method provides for a Special Tax (as defined in the Rate and Method) (the “Special Tax”) to be levied for the Special Tax Requirement (as defined in the Rate and Method). The Special Tax will be levied against certain property within the District pursuant to the Act, the Ordinance approving the levy of the Special Tax and the Indenture and in accordance with the Rate and Method.

Security and Sources of Payment for the Bonds
Under the Indenture, the City has pledged to repay the Bonds and any additional bonds issued under the Indenture (the “Additional Bonds”) from Net Special Tax Revenues and any other amounts held in the Special Tax Fund, the Bond Fund and the Reserve Fund. Proceeds of any Additional Bonds may only be applied to refund the Bonds or any Additional Bonds previously issued under the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — No Additional Bonds Except for Refunding Bonds.” The Indenture defines “Net Special Tax Revenues” to mean Special Tax Revenues less amounts required to pay Administrative Expenses. The term “Special Tax Revenues” is defined in the Indenture to mean the proceeds of the Special Tax received by or on behalf of the District, including any prepayments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Tax, which will be limited to the amount of said lien and interest and penalties thereon. “Administrative Expenses” is defined in the Indenture to mean costs directly related to the administration of the District, including, but not limited to: the costs of computing the Special Tax and preparing the annual Special Tax collection schedules and the costs of collecting the Special Tax, the costs of remitting the Special Tax to the Trustee, the fees and costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Indenture, the costs incurred by the District in complying with the disclosure provisions of any continuing disclosure undertaking and the Indenture, including those related to public inquiries regarding the Special Tax and disclosures to Owners, the costs of the District related to an appeal of the Special Tax, any amounts required to be rebated to the federal government in order for the District to comply with the tax covenants in the Indenture, an allocable share of the salaries of the City staff providing services on behalf of the District directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto, and the costs of foreclosure of any delinquent Special Tax.

Net Special Tax Revenues are the primary security for the repayment of the Bonds and any Additional Bonds. In the event that Net Special Tax Revenues are not paid when due, the only sources of funds available to pay the debt service on the Bonds and any Additional Bonds will be the amounts held by the Trustee for such purpose in the Special Tax Fund, the Bond Fund and the Reserve Fund. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), THE CITY OR THE 315

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STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS OR ADDITIONAL BONDS. EXCEPT FOR THE NET SPECIAL TAX

REVENUES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS OR ADDITIONAL BONDS. THE BONDS AND ANY ADDITIONAL BONDS ARE NOT GENERAL OR

SPECIAL OBLIGATIONS OF THE CITY BUT ARE SPECIAL, LIMITED OBLIGATIONS OF THE

DISTRICT PAYABLE SOLELY FROM NET SPECIAL TAX REVENUES AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

Description of the Bonds
The Bonds will be issued and delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to actual purchasers of the Bonds (the “Beneficial Owners”) in the denominations of $5,000 and any integral multiples thereof under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. In the event that the book-entry only system described herein is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See Appendix I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK-ENTRY SYSTEM” herein.

Principal of, premium, if any, and interest on the Bonds is payable by the Trustee to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. In the event that the book-entry only system is no longer used with respect to the Bonds, the Beneficial Owners will become the registered owners of the Bonds and will be paid principal and interest by the Trustee, all as described herein. See Appendix I — “INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY AND ITS BOOK-ENTRY SYSTEM” herein.

The Bonds are subject to optional redemption, mandatory redemption from Special Tax prepayments and mandatory sinking fund redemption as described herein. For a more complete description of the Bonds and the basic documentation pursuant to which they are being sold and delivered, see “THE BONDS” and Appendix F — “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” herein.

Appraisal Report
The District has obtained an appraisal of the Taxable Property (as defined herein) included in the District dated March 6, 2023, with a date of value as of February 16, 2023 (the “Appraisal”). The Appraisal was prepared for the District by Kitty Siino & Associates, Inc., Tustin, California (the “Appraiser”). Subject to the limitations set forth in the Appraisal, the Appraiser is of the opinion that, as of February 16, 2023 the minimum market value of the Taxable Property within the District was not less than $68,077,029 (the “Appraised Value”). See “THE COMMUNITY FACILITIES DISTRICT — Property Values” and “THE COMMUNITY FACILITIES DISTRICT — Value-to-Lien Ratios.” A copy of the Appraisal is included as Appendix B to this Official Statement. It is a condition precedent to the issuance of the Bonds that the Appraiser deliver a certificate stating that nothing has come to the attention of the Appraiser subsequent to the date of the Appraisal that would lead the Appraiser to believe that the value of the Taxable Property (as defined in the Rate and Method) in the District is less than the minimum market value of such property reported in the Appraisal. However, the Appraiser has not performed any procedures since the date of value to obtain knowledge of such events or occurrences nor is it obligated to do so in the future.

Price Point Study
In connection with the formation of the District, the City hired Empire Economics, Inc., Capistrano Beach, California (the “Price Point Consultant”) to prepare a price point study of the prices of the homes planned 316

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within the District, dated April 10, 2020 (the “Original Price Point Study”). The Special Tax rates set forth in the Rate and Method were based in part on the prices set forth in the Original Price Point Study. In connection with and in preparation for the issuance of the Bonds, the City hired the Price Point Consultant to conduct an update to the Original Price Point Study within the District, dated March 6, 2023 (the “Updated Price Point Study”). Pursuant to Section C of the Rate and Method, prior to the issuance of Bonds, the City is required to amend the Assigned Special Tax (as defined in the Rate and Method) to the extent necessary to cause the total effective tax burden for residential property in the District to not exceed 1.95% of the minimum sales prices set forth in the Updated Price Point Study. A copy of the Updated Price Point Study is included as Appendix C to this Official Statement. Based on the conclusions of the Updated Price Point Study, the Special Tax and all direct and overlapping property taxes, special assessments and other special taxes, the City does not expect to amend the Assigned Special Tax because effective tax rates are not projected to exceed 1.95% for any parcel.

See “THE COMMUNITY FACILITIES DISTRICT — Direct and Overlapping Debt — Table 3” — Projected Total Effective Tax Rate for Individually Owned Residential Property.” See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Rate and Method of Apportionment.” Professionals Involved in the Offering
U.S. Bank Trust Company, National Association, Los Angeles, California, will act as Trustee under the Indenture and as the initial Dissemination Agent under the District Continuing Disclosure Agreement. Stifel, Nicolaus & Company, Incorporated is the Underwriter of the Bonds. The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick Herrington & Sutcliffe LLP, Bond Counsel to the District. CSG Advisors Incorporated, San Francisco, California, is acting as Municipal Advisor for the City in connection with the Bonds. Kitty Siino & Associates, Inc., Tustin, California, is acting as the Appraiser to the District. DTA, Inc. is acting as the Special Tax Consultant to the District. Empire Economics, Inc. is acting as the Price Point Consultant to the District. Certain legal matters will be passed on for the City and the District by Best Best & Krieger LLP, Riverside, California, in its capacity as City Attorney, and Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, Jones Hall, A Professional Law Corporation, San Francisco, California.

For information concerning respects in which certain of the above-mentioned professionals, advisors, counsel and agents may have a financial or other interest in the offering of the Bonds, see “FINANCIAL INTERESTS” herein.

Continuing Disclosure
The District will agree to provide, or cause to be provided, to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system available on the Internet at http://emma.msrb.org (“EMMA”) certain annual financial information and operating data. The District will further agree to provide notice of certain listed events. These covenants will be made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). See “CONTINUING DISCLOSURE” herein. See the form of District Continuing Disclosure Agreement attached as Appendix G hereto (the “District Continuing Disclosure Agreement”) for a description of the specific nature of the annual reports to be filed by the District and notices of listed events to be provided by the District. See the form of Developer Disclosure Certificate attached as Appendix H hereto (the “Developer Continuing Disclosure Certificate”) for a description of the specific nature of the semi-annual reports to be filed by Lennar Homes and notices of listed events to be provided by Lennar Homes. See “CONTINUING DISCLOSURE.” Bond Owners’ Risks
Certain events could affect the ability of the District to pay the principal of and interest on the Bonds when due. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of 317

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certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds.

Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject to change.

Brief descriptions of the Bonds and the Indenture are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the Bonds and the constitution and laws of the State as well as the proceedings of the City Council, acting as the legislative body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with respect to the Bonds, by reference to the Indenture.

Copies of the Indenture, the District Continuing Disclosure Agreement and other documents and information referred to herein are available for inspection and (upon request and payment to the City of a charge for copying, mailing and handling) for delivery from the City at 8353 Sierra Avenue, Fontana, California 92335, Attention: Jessica Brown.

Fontana City CouncilApril 11, 2023

Fontana City Council
April 11, 2023