Agenda packet — Montebello City Council, September 28, 2022 (part 3 of 5)

-7-
28147957/204265.0002

29. This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any r emedy by Landlord under the Lease ; provided however, that this Guaranty shall automatically expire and be surrendered to Guarantor by Landlord at the expiration or earlier termination of the Initial Fixed Term or satisfaction of the requirements of Section 9.3 of the Lease, whichever occurs first.

30. The liability of Guarantor and all rights, powers and remedies of Landlord hereunder and under any other agreement now or at any time hereafter in force between Landlord and Guarantor relating to the Lease shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Landlord by law. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and Guarantor, hereby waives any covenants to the maximum extent permitted by law not to assert any defense in the nature of splitting of causes of action or merger of judgments.
[signatures follow on next page]

Page 208 of 511 ends

I-1

28144059/204265.0002

IN WITNESS WHEREOF, Guarantor has
executed this Guaranty as of the day and year
first above written.

TOPGOLF INTERNATIONAL INC., a
Delaware corporation

By: ________________________________
Name: _____________________________
Title: ______________________________

Page 209 of 511 ends

I-2

28144059/204265.0002

EXHIBIT I
Tenant’s Property
[TO BE ADDED]

Page 210 of 511 ends

J-1

28144059/204265.0002

EXHIBIT J
Scope of Work
[TO BE ADDED]

Page 211 of 511 ends

J-1

28144059/204265.0002

EXHIBIT K

Construction Schedule

[TO BE ADDED]

Page 212 of 511 ends

28144059/204265.0002

EXHIBIT L

Base Rent Payment Schedule

Lease Years
(Initial Fixed Term) Base Rent
1 $1,150,000
2 $1,150,000
3 $1,150,000
4 $1,150,000

5 $1,150,000
6 -– 10 $1,250,000
11 – 15
16-20
$1,500,000

$1,650,000

Lease Years
(Renewal Term(s)) Base Rent
21+ See escalator forumal in
Section 6.2(c) of Lease

Page 213 of 511 ends

28144059/204265.0002

EXHIBIT M

Improvement Rent Payment Schedule

Improvement Rent Payment Schedule to be attached, and each installment of Improvement Rent shall be due and paid no later than ninety (90) days before the due date for Landlord’s Lease Payments under the Facility Lease. Proposed payment dates: each February 1 and August 1 during the Initial Fixed Term, starting August 1, 2024

Page 214 of 511 ends

Stradling Yocca Carlson & Rauth
Draft of 9/21/22

4870-6509-2146v4/200907-0001
RECORDING REQUESTED BY:

Montebello Public Financing Authority
AND WHEN RECORDED RETURN TO:

Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Vanessa S. Legbandt, Esq.

[Space above for Recorder’s use.]
This Assignment Agreement is recorded for the benefit of the City of Montebello and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code.

ASSIGNMENT AGREEMENT
by and between

MONTEBELLO PUBLIC FINANCING AUTHORITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of _________ 1, 2022
Relating to
$_____________

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

Page 215 of 511 ends

1 4870-6509-2146v4/200907-0001

ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”), executed and entered into as of ________ 1, 2022, is by and between the MONTEBELLO PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the “Authority”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the City of Montebello (the “City”) and the Authority desire to finance the costs of the acquisition, construction and/or installation of a sports, entertainment and recreation facility including restaurant, bar, retail areas, and an indoor -outdoor driving range facility that is initially anticipated to be operated as a Topgolf -branded entertainment facili ty in the City (the “Project”), together with certain infrastructure benefiting the Project; WHEREAS, in order to finance the Project, the City will lease certain real property and the improvements located thereon to the Authority pursuant to a Site Lease, dated concurrently herewith, and the City will sublease the Site (as defined in the Facility Lease (defined below)) back from the Authority pursuant to a Facility Lease, dated concurrently herewith; WHEREAS, the Site is more particularly described in Exhibit A hereto; WHEREAS, under the Facility Lease , the City is obligated to make Lease Payments (as defined in the Facility Lease) to the Authority;
WHEREAS, during the period of time that the Bonds are outstanding, the Project will be operated and maintained by Topgolf USA MB, LLC, a Delaware limited liability company (“Topgolf”) under a lease agreement with the City in accordance with, inter alia, Section 373 96 of the Government Code;
WHEREAS, to set forth the rights and obligations of Topgolf with respect to the Project, the City and Topgolf will enter into a Sublease (the “Sublease”) pursuant to which the City will lease the Facility to Topgolf, and Topgolf will pay Base Rent to the City to compensate for the fair market value of the leased space and Improvement Rent that will be used to make the Lease Payments under the Facility Lease (each as further defined in the Sublease); WHEREAS, the Improvement Rent (as defined in the Sublease) payable by Top golf to the City pursuant to the terms of the Sublease is intended to be sufficient in time and amount to enable the City to make Lease Payments when due under the Facility Lease; WHEREAS, the Authority desires to assign without recourse certain of its rights in the Facility Lease, including its right to receive the Lease Payments, to the Trustee for the benefit of the owners of bonds (the “Bonds”) to be issued pursuant to the Indenture, dated as of the date hereof (as supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the Authority, the City and the Trustee;

Page 216 of 511 ends

2 4870-6509-2146v4/200907-0001
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the owners of the Bonds, all of its rig ht, title and interest in and to the Facility Lease including, without limitation, its right to receive the Lease Payments to be paid by the City under and pursuant to the Facility Lease; provided, however, that the Authority shall retain its obligations u nder the Facility Lease, the rights to indemnification, to give approvals and consents under the Facility Lease and to payment or reimbursement of its reasonable costs and expenses under the Facility Lease.

Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment, subject to the terms and provisions of the Indenture, and all such Lease Payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Facility Lease and the Indenture.

Section 3. Conditions. This Assignme nt Agreement shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture.

Section 4. Further Assurances. The Authority shall make, execute and deliver any and all such further resolutions, instruments and assurances as may be reason ably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for the better assuring and confirming to the Trustee, for the benefit of the owners of the Bonds, the rights intended to be conveyed pursuant hereto.

Section 5. Governing Law . THIS ASSIGNMENT AGREEMENT SHALL BE

GOVERNED EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.

Section 6. Execution. This Assignment Agreement may be executed in any numb er of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Assignment Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

Page 217 of 511 ends

3 4870-6509-2146v4/200907-0001
IN WITNESS WHEREOF , the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.

MONTEBELLO PUBLIC

FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

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

Authorized Officer

Page 218 of 511 ends

4870-6509-2146v4/200907-0001
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 validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature( s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

Page 219 of 511 ends

STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES )

On ___________________ before me, __________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/ar e subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

Page 220 of 511 ends

A-1
4870-6509-2146v4/200907-0001

EXHIBIT A

DESCRIPTION OF THE SITE
All that certain real property situated in the City of Montebello, County of Los Angeles, State of California, described as follows:

Page 221 of 511 ends

4893-2407-5563.3

$________

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

BOND PURCHASE AGREEMENT
_________, 2022
Montebello Public Financing Authority
1600 W. Beverly Boulevard
Montebello, CA 90640

City of Montebello
1600 W. Beverly Boulevard
Montebello, CA 90640

Ladies and Gentlemen:

The undersigned Cabrera Capital Markets, LLC (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Montebello Financing Authority (the “Authority”) and the City of Montebello, California (the “City”), which, upon the acceptance by the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to acceptance by the Authority and by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P. M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to the acceptance hereof by the Authority and the City. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture (defined herein).

Section 1. Purchase and Sale. Upon the terms and conditions and on the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Top golf Project) (Federally Taxable) (the “Bonds”) in the aggregate principal amount of $________. The Bonds shall be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on May 1 and November 1 in each year, commencing May 1, 2023 (each an “Interest Payment Date”) and will bear interest at the rates and on the dates as set forth in Exhibit A hereto. The purchase price for the Bonds shall be $_________ (which represents the principal amount of the Bonds in the amount of $ ________, plus original issue premium in the amount of $ _________, less an Underwriter’s discount of $________).

The City and Authority acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction among the City, the Authority and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and

Page 222 of 511 ends

4893-2407-5563.3

2 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 a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor or fiduciary; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or the Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or the Au thority on other matters); and (iv) the City and the Authority have consulted their own legal, financial, municipal and other advisors to the extent they have deemed appropriate.

Section 2. The Bonds. The Bonds shall be secured by Revenues and any other amounts (including proceeds of the sale of the Bonds) held in the Debt Service Fund, the Interest Fund, the Principal Fund, the Reserve Fund and the Redemption Fund (all as defined in the Indenture, dated as of ________ 1, 2022 (the “Indenture”), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”)). Revenues consist primarily of certain lease payments (the “Lease Payments”) to be paid by the City pursuant to the Facility Lease, dated as of _________ 1, 2 022 (the “Facility Lease”), by and between the Authority and the City. The Authority’s right to receive the Lease Payments due under the Facility Lease and to exercise remedies upon default under such Facility Lease shall be assigned to the Trustee for the benefit of the owners of the Bonds pursuant to an Assignment Agreement, dated as of ________ 1, 2022 (the “Assignment Agreement”), by and between the Authority and the Trustee.

Section 3. Public Offering. The Underwriter agrees to make a bona fide initial public offering of all the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as they deem necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

Section 4. The Official Statement. By their acceptance of this Purchase Agreement, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement relating to the Bonds, dated __________, 2022 (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its p rinted physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that authorized officers of the City and the Authority deemed “final” as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”) except for certain omissions permitted to be omitted therefrom by Rule 15c2 -12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwr iter, within seven (7) business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12, the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the “Official Statement”)) in such quantity as the Underwriter shall reasonably request to comply with Rule 15c 2-12(b)(4) and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).

Section 5. Closing. At 8:30 a.m., California time, on ________, 2022, or at such other time or date as the Authority, the City and the Underwriter mutually agree upon, the Authority shall

Page 223 of 511 ends

4893-2407-5563.3

3 deliver or cause to be delivered to the Trustee, and the Trustee shall deliver or cause to be delivered through the facilities of The Depository Trust Company, New York New York (“DTC”), the Bonds in definitive form, duly executed and authenticated. Concurrently with the delivery of the Bonds, the Authority and the City shall deliver the documents hereinafter mentioned at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California (“Bond Counsel”) or another place to be mutually agreed upon by the Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payme nt for and delivery of the Bonds, together with the delivery of the aforementioned documents referenced herein, is called the “Closing.” The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of $5,000 and any integral multiple thereof, and shall be made available to the Underwriter at least one (1) business day before the Closing for purposes of inspection and packaging. The Authority and the City acknowledge that the services of DTC will be used initially by the Under writer to permit the issuance of the Bonds in book -entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority organized and existing under the laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Site Lease, dated as of ________ 1, 2022 (the “Site Lease ”), by and between the City and the Authority, the Facility Lease, the Indenture, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”).
(b) The Authority has complied with all filing requirements of the JPA Act. (c) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained, in the Authority Documents. When executed and delivered, each Authority Document will constitute the legal, valid and binding obligation of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necess ary to make the statements therein (other than the information relating to DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing , the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements

Page 224 of 511 ends

4893-2407-5563.3

4 therein (other than the information relating to DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. (e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and complia nce with the provisions on the Authority’s part contained in the Authority Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Docume nts, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority un der the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents. (f) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld.

The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (g) The Authority is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bo nd, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents.
(h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served or, to the best knowledge of t he officers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, contesting or seeking to prohibit, restrain or enjoin t he execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supple ment or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statemen ts therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence.

Page 225 of 511 ends

4893-2407-5563.3

5 (i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate. (j) The Authority will apply the proceeds of the Bonds in accordance with the Indenture.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is and will be at the date of Closing a municipal corporation and general law city duly organized and existing pursuant to and under the Constitution and laws of the State and ha s all necessary power and authority to enter into and perform its duties under the Continuing Disclosure Certificate relating to the Bonds (the “Continuing Disclosure Certificate”), the Site Lease, the Facility Lease, the Indenture, the Sublease dated as of ______, 2022 (the “Sublease”), by and between Topgolf USA MB, LLC (“Topgolf Montebello”) and the City, and this Purchase Agreement (collectively, the “City Documents” and, together with the Authority Documents, the “Legal Documents”) and has by official action duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents.
(b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained, in the City Documents. When executed and delivered, each City Document will constitute the legally valid and binding obligation of the City enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (c) The Preliminary Official Statement heretofore delivered to the Underwriter is hereby deemed final by the City as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(i) of Rule 15c2 -12. The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other th an the information relating to DTC and its book-entry system, as to which no view is expressed), in the light of the circumstances under whic h they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (othe r than the information relating to DTC and its book-entry system, as to which no view is expressed), in the light of the circumstances under which they were made, not misleading. (d) The execution and delivery by the City of the City Documents and the approval by the City of the Official Statement and compliance with the provisions on the City’s part contained in the City Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agree ment, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the City to carry

Page 226 of 511 ends

4893-2407-5563.3

6 out its obligations under the City Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the City Documents. (e) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld . The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (f) The City is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents. (g) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2021 as set forth in the Official Statement fairly represent the receipts, expenditures and cash balances of the General Fund. Except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise disclosed in writi ng to the Underwriter, there has not been any materially adverse change in the financial condition of the General Fund or in its operations since June 30, 20 21 and, except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise disclosed in writing to the Underwriter, there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending or, to the knowledge of the officers of the City, threatened (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validi ty of the Bonds or the City Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the power of the City to enter into the City Documents; (iii) which may result in any material adverse change to the financial condition of the City or to its ability to pay the Base Rental Payments when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statem ent or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) thro ugh (iv) of this sentence.

Page 227 of 511 ends

4893-2407-5563.3

7 (i) To the extent required by law, the City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. Except as otherwise disclosed in the Preliminary Official Statement, the City has not failed to comply in all material respects with any previous undertakings with regard to the Rule 15c2-12 to provide annual reports or notices of enumerated events in the past five years.
(j) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter and the Authority as to the statements made therein but not of the person signing such certificate. (k) As of the date hereof, the City does not have any material obligations secured by payments from the General Fund of the City, except as disclosed in the Official Statement. (l) The exceptions set forth in the title insurance policy for the Facility insuring, subject only to Permitted Encumbrances, the fee int erest of t he City in the Facility, the Authority’s leasehold estate in the Facility under the Site Lease, and the City’s leasehold estate in the Facility under the Facility Lease, do not materially impair the use of the Facility, the existing facilities and the sites thereof for the purposes for which they are or may reasonably be expected to be held.

Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warrantie s of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the date of the Closing shall be subject, at the option of the Underwriter, to the accuracy in all respects of the statements of the officers and other officials of the Authority and of the City, as well as authorized representatives of Bond Counsel, Disclosure Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; to the perf ormance by the Authority and the City of their obligations to be performed hereunder at or prior to the date of the Closing; and to the following additional conditions:
(a) The representations, warranties and covenants of the City and the Authority contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing;
(b) At the time of Closing, the Legal Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and all such reasonable actions as, in the opinion of Bond Counsel, shall reasonably deem necessary in connection with the transactions contemplated hereby; (c) At the time of the Closing, no default shall have occurred or be existing under the Authority Documents, the City Documents, or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would adversely impact the ability of the City to make the Base Rental Payments;

Page 228 of 511 ends

4893-2407-5563.3

8 (d) In recognition of the desire of the Authority, the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the absolute discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of this Purchase Agreement:
(i) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or (ii) the marketability of the Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States of America or by any legislation in or by the Congress of the United States of America or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States of America, or the recommendation to Congress or e ndorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States of America, the Treasury Department of the United States of America, the Internal Revenue Service or the Chairman or ranking m inority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States of America, or the favorable reporting for passage of legislation to either Hous e of the Congress of the United States of America by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority or the City, or the interest on or with respect to bonds or notes (including the Bonds); or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rende red which materially adversely affects the market price of the Bonds; or (iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as

Page 229 of 511 ends

4893-2407-5563.3

9 amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or (v) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general chara cter of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any domestic governmental authority or by any domestic national securities exchange, which are material to the marketability of the Bonds; or
(vii) a general banking moratorium shall have been declared by federal, State or New York authorities, or the ge neral suspension of trading on any national securities exchange; or
(viii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of America of a national emergency or war or other calamity or crisis the effect of which on financial markets is materially adverse such as to make it, in the sole judgment of the Underwriter, impractical to proceed with the purchase or delivery of the Bonds as contemplated by the final Official Statement (exclusive of any amendment or supplement thereto); or
(ix) any rating of the Bonds or the rating of any obligations of the City secured by the City’s general fund shall have been downgraded or withdrawn by a national rating service, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(x) the commencement of any action, suit or proceeding described in Section 6(h) or Section 7(h);
(e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) all resolutions relating to the Bonds adopted by the Authority and certified by an authorized official of the Authority authorizing the execution and delivery of the Bonds, the Authority Documents and the Official Statement; (ii) all resolutions relating to the Bonds adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of the City Documents and the delivery of the Bonds and the Official Statement;

Page 230 of 511 ends

4893-2407-5563.3

10 (iii) the Legal Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;
(iv) the Guaranty of Lease (the “Guaranty”) executed by To pgolf International Inc. (“Topgolf International”) in favor of the City, in substantially the form approved by the City and the Underwriter;
(v) the [Construction Contract], dated _______, 2022 (the “Construction Contract”), by and between _________ (the “Contractor”) and the City; (vi) the approving opinion of Bond Counsel, dated the date of Closing and addressed to the Authority and the City, in substantially the form attached as Appendix D to the Official Statement, together with a reliance letter thereon addressed to the Underwriter;
(vii) a supplemental opinion of Bond Counsel dated the date of Closing and addressed to the Underwriter, to the effect that:
(A) the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRO DUCTION,” “ THE SERIES 2022B BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2022B BONDS,” and “TAX MATTERS,” and in APPENDIX B – “SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS” and
APPENDIX D – “PROPOSED FORM OF BOND COUNSEL OPINION,” and excluding any material that may be treated as included under such captions and appendices by any cross -reference, insofar as such statements expressly summarize provisions of the Bonds, the Site Lease , the Facility Lease , the Assignment Agreement, the Indenture, and Bon d Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects as of the date of Closing.
(B) the Purchase Agreement has been duly authorized, executed and delivered by the Authority and the City and is the valid, legal and binding agreement of the Authority and the City enforceable in accordance with its terms, except that the rights and obligations under the Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, frau dulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein.
(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.

Page 231 of 511 ends

4893-2407-5563.3

11 (viii) the Official Statement, executed on behalf of the Authority and the City;
(ix) evidence that the Bonds have received an underlying rating of “ ___” by S&P Global Ratings;
(x) a certificate, dated the date of Closing, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the Authority, and the Authority has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior to the date of Closing; (ii) to the best of such officer’s knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (other than information relating to DTC and its book -entry system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact necessary to make the statemen ts therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) the Authority is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or an event of default under any such instrument; (xi) a certificate, dated the date of Closing, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the City contained in this Purchase Agreement are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of the Closing by the City, and the City has complied with all of the terms and conditions of the Purchase Agreement required to be complied with by the City at or prior to the date of Closing; (ii) to the best of such officer’s knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement (othe r than information relating to DTC and its book -entry system) did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; (iv) the City is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan

Page 232 of 511 ends

4893-2407-5563.3

12 agreement, indenture, bond, note, resolution, agreement (including but not limited to the Facility Lease) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City’ s ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or an event of default under any such instrument; a nd (v) no further consent is required for inclusion of its audited financial statements in the Official Statement; (xii) an opinion dated the date of Closing and addressed to the Underwriter, the Trustee and Bond Counsel, of the Office of the City Attorney of th e City, as Counsel to the Authority, to the effect that:
(A) the Authority is a joint exercise of powers authority organized and existing under the laws of the State of California; (B) the resolution of the Authority approving and authorizing the execution and delivery of the Authority Documents, the Bonds and the Official Statement and other actions of the Authority was duly adopted at a meeting of the governing body of the Authority which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is now in full force and effect and has not been amended or superseded in any way;
(C) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending with respect to which the Authority has been served or, to the best of such counsel’s knowledge, threatened against or affecting the Authority, except as may be disclosed in the Official Statement, which would materially adversely impact the Authority’s ability to complete the transactions contemplated by the Authority Documents, the Official Statement or any other document or certificate related to such transactions, restrain or enjoin the collection of Base Rental Payments with respect to the Facility Lease, or in any way contesting or affecting the validity of the Bonds, the Official Statement, the Authority Documents or the transactions described in and contemplated thereby wherein an unfavorable decision, ruling or finding would materially adversely affect the validity and enforceability of the Bonds or the Authority Documents or in which a final adverse decision could materially adversely affect the operations of the Authority;
(D) the execution and delivery of the Authority Documents and the issuance of the Bonds and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any agreement or other instrumen t to which the Authority is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Authority is subject, which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents; and

Page 233 of 511 ends

4893-2407-5563.3

13 (E) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution an d delivery of the Authority Documents or the Official Statement by the Authority or the consummation by the Authority of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter.
(xiii) an opinion dated the date of Closing and addressed to the Underwriter, the Trustee and the Bond Counsel, of the Office of the City Attorney of the City, to the effect that:
(A) the City is a municipal corporation and a general law city duly organized and validly existing under the Constitution and laws of the State of California;
(B) the resolution of the City approving and authorizing the execution and delivery of the City Documents and approving and authorizing the issuance of the Bonds and the delivery of the Official Statement and other actions of the City was duly adopted at a meeting of the governing body of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the resolution is now in full force and effect and has not been amended or superseded in any way;
(C) there is no action, suit, proceeding, inquiry or i nvestigation at law or in equity before or by any court or public body pending with respect to which the City has been served or, to the best of such City Attorney’s knowledge, threatened against or affecting the City, except as may be disclosed in the Official Statement, which would materially adversely impact the City’s ability to complete the transactions contemplated by the City Documents, the Official Statement or any other document or certificate related to such transactions, restrain or enjoin the co llection of Base Rental Payments with respect to the Facility Lease, or in any way contesting or affecting the validity of the Bonds, the Official Statement or the City Documents; (D) the execution and delivery of the City Documents and compliance with the pr ovisions thereof, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; and
(E) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the City

Page 234 of 511 ends

4893-2407-5563.3

14 Documents or the consummation by the City of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter. (xiv) an opinion of Quint & Thimmig LLP, Larkspur, California, Disclosure Counsel to the Authority and the City dated the date of Closing and addressed to the Authority, the City, the Underwriter in the form set forth in Exhibit C; (xv) an opinion of counsel to the Trustee, addressed to the Underwriter and the Authority, dated the date of the Closing, to the effect that:
(A) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America, having full corporate power to undertake the trust created under the Indenture; (B) the Indenture and the Assignment Agreement (together, the “Trustee Documents”) have each been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, the Tru stee Documents constitute the valid, legal and binding obligations of the Trustee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ right s generally and by the application of equitable principles, if equitable remedies are sought; (C) the Trustee has duly authenticated the Bonds upon the order of Authority;
(D) the Trustee’s actions in executing and delivering the Trustee Documents are in full compliance with, and do not conflict with any applicable law or governmental regulation and, to the best of such counsel’s knowledge, after reasonable inquiry with respect thereto, do not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound;
(E) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is or will be required for the execution and delivery of the Bonds or the consummation by the Trustee of its obligations under the Trustee Documents; and
(F) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending or, to the best of such counsel’s knowledge, threatened against or affecting the Trustee, which would materially adversely impact the Trustee’s ability to complete the transactions contemplated by the Trustee Documents.

Page 235 of 511 ends

4893-2407-5563.3

15 (xvi) a certificate, dated the date of Closing, signed by a duly authorized officer of the Trustee satisfactory in form and substance to the Underwriter, to the effect that:
(A) the Trustee is duly organized and existing as a national banking association under the laws of the United States of America, having the full corporate power and authority to enter into and perform its duties under the Trustee Documents;
(B) the Trustee is duly authorized to enter into the Trustee Documents and has duly executed and delivered the Trustee Documents, and assuming due authorization and execution by the other parties thereto, the Trustee Documents are legal, valid and binding upon the Trustee and enforceable against such party in accordance with its terms; (C) the Trustee has duly authenticated the Bonds under the Indenture and delivered the Bonds to or upon the order of the Underwriter; (D) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the banking or trust powers of the Trustee that has not been obtained is required for the execution and delivery of the Bonds or the consummation by the Trustee of its obligations under the Trustee Documents; and
(E) there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending or, to the best of such counsel’s knowledge, threatened against or affecting the Trustee, which would materially adversely impact the Trustee’s ability to complete the transactions contemplated by the Trustee Documents.
(xvii) the preliminary and final forms required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code of the State of California and Section 8855(i) and (j) of the Government Code;
(xviii) a copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) the tax and nonarbitrage certificate by the Authority and the City in form and substance to the reasonable satisfaction of Bond Counsel, the Underwriter and Nixon Peabody LLP (“Underwriter’s Counsel”);
(xx) a title policy in form and substance acceptable to Bond Counsel, the Underwriter and Underwriter’s Counsel;
(xxi) an opinion of Underwriter’s Counsel in form and substance acceptable to the Underwriter;
(xxii) a Rule 15c2 -12 certificate, dated the date of the Preliminary Official Statement, of the City;

Page 236 of 511 ends

4893-2407-5563.3

16 (xxiii) a Rule 15c2 -12 certificate, dated the date of the Preliminary Official Statement, of the Authority;
(xxiv) a Letter of Representations from Topgolf International Inc. (“Topgolf International”), dated the Closing Date, substantially in the form attached hereto as Exhibit B;
(xxv) an opini on letter of one more counsel to Topgolf International and Topgolf Montebello, addressed to the City and the Underwriter, containing the substance of the opinions set forth in Exhibit D, as approved by the City and the Underwriter;
(xxvi) an opinion letter of counsel to the Contractor as to the enforceability of the Construction Contract against the Contractor in the form approved by the City and the Underwriter;
(xxvii) a c ertified copies of the Joint Exercise of Powers Agreement establishing the Authority, and all amendments thereto, and related certificates issued by the Secretary of State of the State; and
(xxviii) such additional legal opinions, Bonds, proceedings, instruments or other documents as the Underwriter or Underwriter’s Counsel may reasonably request.

Section 9. Changes in Official Statement. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2 -12), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, the City or the Authori ty shall occur as a result of which it is necessary, in the reasonable opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that 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 existing at the time the Official Statement is delivered to purchaser, not misleading. The City and the Authority shall coo perate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the date of Closing unless the Underwriter otherwise notifies the City in writing that it still owns some or all of the Bonds.

Section 10. Expenses. (a) Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the Authority shall pay, or cause the City to pay, out of the proceeds of the Bonds or any other legally available funds of the City or the Authority, all expenses incidental to the performance of the Authority’s obligations hereunder, including but not limited to the cost of printing and delivering the Legal Documents to the Underwriter; the costs of printing and shipping and electronic distribution of the Preliminary Official Statement and the Official Statement in reasonable quantities; the fees and disbursements of the Authority, the Trustee and its counsel, Bond Counsel, Authority Counsel, the City Attorney, accountants, engineers, appraisers, economic consultants and any other experts or consultants retained by the City or the Authority in connection with the issuance and sale of the Bonds; rating agency fees; advertising expenses; and any other expenses not specifically enumerated in paragraph (b) of this Section incurred

Page 237 of 511 ends

4893-2407-5563.3

17 in connection with the issuance and sale of the Bonds. The Authority shall pay, or cause the City to pay out of the proceeds of the Bonds, for any expenses incurred by the Underwriter on behalf of the City’s or the Authority’s employees and representatives which are incidental to implementing this Purchase Agreement, including, but not limited to, meal s, transportation, and lodging of those employees and representatives.
(b) Whether or not the Bonds are delivered to the Underwriter as set for herein, the Authority shall be under no obligation to pay, and the Underwriter shall be responsible for and pay (which may be included as an expense component of the Underwriter’s discoun t), MSRB, CUSIP Bureau and CDIAC fees and expenses to qualify the Bonds for sale under any “blue sky” laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds not specifically enumerated in paragraph (a) of this Section, including the cost of preparing this Purchase Contract and other Underwriter documents, travel expenses and the fees and disbursements of Underwriter’s Counsel.

Section 11. Notices. Any notice or other communication to be given to th e Underwriter under this Purchase Agreement may be given by delivering the same in writing to Cabrera Capital Markets, LLC 10 S. LaSalle St., #1050, Chicago, IL 60603 , Attention: Brian Corley. Any notice or communication to be given the Authority under this Purchase Agreement may be given by delivering the same in writing 44933 Fern Avenue , Montebello, CA 9 640, Attention: Executive Director. Any notice or communication to be given the City under this Purchase Agreement may be given by delivering the same in writing to the City of Montebello, 1600 W. Beverly Boulevard, Montebello, CA 90640, Attention: City Manager. All notices or communications hereunder by any party shall be given and served upon each other party.

Section 12. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreement s of the Authority and the City in this Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds.

Section 13. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

[Remainder of page intentionally left blank.]

Page 238 of 511 ends

4893-2407-5563.3

18 Section 14. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

CABRERA CAPITAL MARKETS, LLC

By:

Authorized Signatory

Accepted:

MONTEBELLO PUBLIC FINANCING AUTHORITY

By:

Authorized Signatory

Time of Execution: ____:____

Accepted:

CITY OF MONTEBELLO

By:

Authorized Signatory

Time of Execution: ____:____

Page 239 of 511 ends

4893-2407-5563.3

A-1

EXHIBIT A

MATURITY SCHEDULE

Maturity Date
(November 1)
Principal
Amount
Interest
Rate Yield

* Yield to optional redemption date of ________ at par.

Page 240 of 511 ends

4893-2407-5563.3

B-1

EXHIBIT B

$________

MONTEBELLO PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2022B
(TOPGOLF PROJECT)
(FEDERALLY TAXABLE)

FORM OF TOPGOLF LETTER OF REPRESENTATIONS

_________, 2022
City of Montebello
1600 W. Beverly Boulevard
Montebello, California 90640
Cabrera Capital Markets, LLC
10 S. LaSalle Street #1050
Chicago, Illinois 60603
Ladies and Gentlemen:

Reference is made to the Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Topgolf Project) (Federally Taxable) (the “Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “Bond Purchase Agreement”). This Letter of Representations ( the “Letter of Representations”) is delivered pursuant to and in satisfaction of Section _______ of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement or the Official Statement relating to the Bonds dated ___________ (the “Official Statement”).

The undersigned (the “Authorized Officer”), [Title] of [Topgolf International Inc.] (“Topgolf International”), is familiar with the facts herein certified and is authorized and qualified to execute this Letter of Representations on behalf of and as an authorized officer of Topgolf International, and the undersigned further certifies as follows:

1. Topgolf International is duly organized and validly existing under the laws of the State of _________ and has all requisite right, power and authority (i) to execute and deliver this Letter of Representations and (ii) to execute and deliver the [Name of Guaranty], dated ______, 2022 (the “Guaranty”).

2. Topgolf USA MB, LLC (“Topgolf Montebello”) is duly organized and validly existing under the laws of the State of Delaware and is duly authorized to transact business in the State of California and has all requisite right, power and authority to execute and deliver the Sublease Agreement, dated as of _______, 2022 (the “Sublease”), by and between the City and Topgolf, and (ii) to perform its obligations under the Sublease.

3. Except as set forth in the Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, or public board or

Page 241 of 511 ends

4893-2407-5563.3

B-2

body is pending against Topgolf International or Topgolf Montebello (with proper service of process to Topgolf Intern ational or Topgolf Montebello having been accomplished) or, to the Actual Knowledge of Topgolf International,1 is pending against any current Affiliate2 (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of Topgolf International is threatened in writing against Topgolf International, Topgolf Montebello or any such Affiliate to restrain or enjoin the development of the Project as described in the Official Statement.

4. As of the date of the Official Statement, to the Actual Knowledge of Topgolf International, the information contained therein solely with respect to Topgolf International, Topgolf Montebello, its Affiliates, the proposed development of the Project, Topgolf International, Topgolf Montebello or it s Affiliates ’ financing plan, and contractual arrangements of Topgolf International, Topgolf Montebello or any Affiliates as set forth under the section of the Official Statement captioned “THE PROJECT,” (excluding therefrom in all cases information regard ing which is identified as having been provided by a source other than Topgolf International), 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 s tatements therein, in the light of the circumstances under which they were made, not misleading.

5. Topgolf consents to the issuance of the Bonds. Topgolf acknowledges and agrees that the proceeds of the Bonds will be used as described in the Official Statement.

6. Based upon the current development plans, including, without limitation, the current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Official Statement under the section entitled “RISK FACTORS,” Topgolf Montebello presently anticipates that it will have sufficient funds to complete the development of the Project as described in the Official Statement and does not anticipate that the Authority will be required to resort to a draw on the Reserve Fund

1 “Actual Knowledge of Topgolf International” means the knowledge that the Authorized Officer currently has as of the date of this Letter of Representations or has obtained through (i) interviews with such current officers and responsible employees of Topgolf International and its Affi liates as the Authorized Officer 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 ava ilable to the Authorized Officer and which the Authorized Officer has reasonably deemed necessary for the Authorized Officer to obtain knowledge of the matters set forth in this Letter of Representations.

2 “Affiliate” means, with respect to Topgolf I nternational, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Topgolf International, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Project and investment decision regarding the Bonds. “Person” means an individual, a corporation, a partnership, a limited liability company, an associat ion, 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.

Page 242 of 511 ends

4893-2407-5563.3

B-3

for payment of principal of or interest on the Bonds due to Topgolf Montebello’s nonpayment of Improvement Rent.

7. Solely as to the limited information described in Paragraph 4 above concerning Topgolf International, Topgolf Montebello, its Affiliates, the proposed development of the Project, Topgolf International, Topgolf Montebello or its Affiliates ’ financing plan, and contractual arrangements of Topgolf International, Topgolf Montebello or any Affiliates as set forth under the section of the Official Statement captioned “THE PROJECT,” (excluding therefrom in all cases information regarding which is identified as having been provided by a source other than Topgolf International), Topgolf International agrees to indemnify and hold harmless, to the extent permitted by law, the City and the Underwriter, 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, 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 or otherwise 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 such losses, claims, damages, liabilities or actions 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 material fact by Topgolf International in the above-referenced information in the Official Statement, as of its date, necessary to make the statements made by Topgolf International 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 Topgolf International may otherwise have to any Indemnified Party, provided that in no event shall Topgolf International be obligated for double indemnification, or for the negligence and 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 indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify Topgolf International in writing; provided that the failure to notify Topgolf International shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify Topgolf International shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified Topgolf International thereof, Topgolf International shall retain counsel reasonably satisfactory to the Indemnified Party (who shall not, without the consent of the Indemnified Party, be counsel to Topgolf International) 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 a t the expense of suc h Indemnified Party unless (i) Topgolf International and the Indemnified Party shall have mutually agreed to the contrary; (ii) Topgolf International 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 Topgolf International; or (iv) the named parties in any such proceeding (including any impleaded parties) include both Topgolf International and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing

Page 243 of 511 ends

4893-2407-5563.3

B-4

interest between them. It is understood a nd agreed that Topgolf International shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm 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 in writing by such Indemnified Parties. Topgolf International 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, Topgolf International agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or jud gment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested that Topgolf International reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this paragraph, Topgolf International shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by Topgolf International of such request and (ii) Topgolf International shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement (provided that the foregoing shall not be applicable to any failure to reimburse if Topgolf International is disputing such payment in good faith and shall have paid any amounts not in dispute). Topgolf International 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 or could have been 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.

8. For the period through 25 days after the “End of th e Underwriting Period” as defined in the Bond Purchase Agreement, if any event relating to or affecting Topgolf International, Topgolf Montebello, its Affiliates, the proposed development of the Project, Topgolf International, Topgolf Montebello or its Aff iliates’ financing plan, and contractual arrangements of Topgolf International, Topgolf Montebello or any Affiliates as set forth under the section of the Official Statement captioned “THE PROJECT,” (excluding therefrom in all cases information regarding which is identified as having been provided by a source other than Topgolf International) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to m ake the Official Statement not misleading in the light of the circumstances existing at the time it was delivered to a purchaser, Topgolf International shall reasonably cooperate with the City and the Underwriter in the preparation and publication of a supplement or amendment to the Official Statement, in form and substance satisfactory to the Underwriter and counsel to the City which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit t o state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.

9. Topgolf International has reviewed the contents of this Le tter of Representations and has conferred with counsel to Topgolf International for the purpose of discussing the meaning of the contents of this Letter of Representations. Topgolf International 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 Topgolf International and that under some

Page 244 of 511 ends

4893-2407-5563.3

B-5

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 Topgolf International under such securities laws.

TOPGOLF INTERNATIONAL INC. ,
a ___________ Corporation

By: ___________________________________
Title:

Name:

Page 245 of 511 ends

4893-2407-5563.3

C-1

EXHIBIT C

FORM OF DISCLOSURE COUNSEL OPINION

_________, 2022

Montebello Financing Authority
Montebello, CA

City of Montebello
Montebello, CA

Cabrera Capital Markets, LLC
Chicago, IL

Re: $________ Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Topgolf Project) (Federally Taxable)

Ladies and Gentlemen:

We have acted as disclosure counsel to the Montebello Public Financing Authority (the “Authority”) and the City of Montebello (the “City”) in connection with the issuance by the Authority of $_________ aggregate principal amount of the bonds of the Authority designated the “Montebello Public Financing Authority Lease Revenue Bonds, Series 2022 B (Top golf Project) (Federally Taxable) ” (the “Bonds”), pursuant to the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Law”), an Indenture, dated as of __________ 1, 2022 (collectively, the “Indenture”), by and among the Authority, the City of Montebello and The Bank of New York Mellon Trust Company, N.A. , as trustee, and a resolution of the governing body of the Authority adopted on ____________, 2022. The Bonds are secured by Revenues being (i) all payments to the Trustee (as assignee of the Authority) pursuant to a Facility Lease, dated as of ________ 1, 2022, by and between the Authority and the City ( collectively, the “Lease”), the components of which are described in the Indenture, to be paid by the City; and (ii) all amounts held in certain funds and accounts created under the Indenture, together with earnings thereon.

This letter is being delivered by us in our capacity as disclosure counsel to the Authority and the City and not as counsel to any other addressee hereof. Capitalized terms used in this letter and not otherwise defined herein have the meanings given to them in the Indenture.

In connection with this letter, we have reviewed the Indenture, the Preliminary Official Statement, dated ___________, 2022 (the “Preliminary Official Statement”) and the Official Statement, dated __________, 2022 (the “Official Statement”), which describe the Bonds, the Indenture, the Lease, and such other records, opinions and documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the conclusions hereinafter expressed. In arriving at the conclusions expressed below, we are not expressing any opinion or view on, and with your permission are assuming, the validity, accuracy and sufficiency of the records, documents, certificates and opini ons referred to above (including the accuracy of all factual matters represented and legal conclusions contained therein, including (without limitation) representations and legal conclusions regarding the due authorization, issuance, delivery, validity and enforceability of the Bonds and the exclusion of interest with respect thereto from gross income for federal income tax purposes). We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine.

Page 246 of 511 ends

4893-2407-5563.3

C-2

Based on and subject to the foregoing, and in reliance thereon, we advise that the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and that the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. However, in our capacity as disclosure counsel to the Authority and the City, we have reviewed certain documents as described above and have participated in co nferences during which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. Based on our review of documents and our participation in the above -mentioned conferences, and with the assumptions des cribed in the second preceding paragraph, we advise you that, during the course of our assistance in the preparation of the Preliminary Official Statement and the Official Statement, no facts have come to the attention of the attorneys in our firm rendering legal services in connection with such representation that caused us to believe that the Preliminary Official Statement and the Official Statement, as of their respective dates and as of the date of this letter contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that we express no opinion or belief with respect to: (i) the expressions of opinion, the assumptions, the projections, the financial statements or other financial, numerical, economic, demographic or statistical data contained in the Preliminary Official Statement and the Official Statement, (ii) any CUSP nu mbers or information relating thereto contained in the Preliminary Official Statement and the Official Statement, (iii) any information contained in the appendices to the Preliminary Official Statement and the Official Statement, (iv) any information with respect to the Depository Trust Company and its book entry system for the Bonds contained or incorporated in the Preliminary Official Statement and the Official Statement, (v) any information incorporated by reference into the Preliminary Official Statemen t and the Official Statement, (vi) information with respect to the rating on the Bonds and the rating agency referenced in the Preliminary Official Statement and the Official Statement, and (vii) compliance by the City with its obligations to provide notic es of the events described in Part (b)(5)(i)(C) of Rule 15c2 -12 of the United States Securities and Exchange Commission, as amended (the “Rule”) or to file annual reports described in Part (b)(5)(i)(A) of the Rule, which compliance we have not reviewed pursuant to your direction).

During the period from the dates of the Preliminary Official Statement and the Official Statement to the date of this letter, except for our review of the certificates and opinions regarding the Preliminary Official Statement and the Official Statement delivered on the date hereof, we have not undertaken any procedures or taken any actions which were intended or likely to elicit information concerning the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and the Official Statement. We also advise you that the preceding paragraph is not an opinion but, rather, in the nature of negative observations based on certain limited activities performed by specific lawyers in our firm in our role as disclosure counsel to the Authority and the City. The scope of those activities performed by us for purposes of delivering this letter were inherently limited and do not purport to encompass all activities necessary for compliance with appli cable securities laws. In addition, the performance of those activities by us required our reliance upon third -party representations, warranties, certifications and opinions, including and primarily, representations, warranties and certifications made by the Authority and the City, and are otherwise subject to the conditions set forth herein.

Page 247 of 511 ends

4893-2407-5563.3

C-3

This letter is furnished by us solely for your benefit and may not be relied upon by any other person or entity. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur, and our engagement with respect to this matter has terminated as of the date hereof.

Very truly yours,

Page 248 of 511 ends

4893-2407-5563.3

D-1

EXHIBIT D

FORM OF TOPGOLF COUNSEL OPINION

One or more letters of counsel to Topgolf International/Topgolf Montebello, which may be in- house counsel or an outside law firm engaged by Topgolf International/Topgolf Montebello in connection with the issuance of the Bonds, or both, collectively to the effect that:

1. Topgolf Montebello is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and is in good standing and qualified to transact business as a foreign limited liability company in the State of California.

2. Topgolf Montebello has the requisite authority to execute the Sublease and to perform its obligations thereunder.

3. The execution and delivery by Topgolf Montebello of the Sublease have been duly and validly authorized by all necessary action by Topgolf Montebello.

4. Topgolf International has the requisite authority to execute the Guaranty and to perform its obligations thereunder.

5. The execution and delivery by Topgolf International of the Guaranty have been duly and validly authorized by all necessary action by Topgolf International.

6. The Sublease has been duly executed and delivered by Topgolf Montebello, and assuming due authorization and execution by the other party thereto, constitutes the valid and legally binding obligations of Topgolf Montebello, enforceable by and against Topgolf Montebello in accordance with the terms thereof, subject to the following qualifications:
(i) The effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally. (ii) The effect and limitations applicable to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity); and
(iii) The effect of California statutes and rules of law that cannot be waived prospectively by a party.

7. The Guaranty has been duly executed and delivered by Topgolf International, and constitutes the valid and legally binding obligations of Topgolf International, enforceable by and against Topgolf International in accordance with the terms thereof, subject to the following qualifications:
(i) The effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally.

Page 249 of 511 ends

4893-2407-5563.3

D-2

(ii) The effect and limitations applicable to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity); and
(iii) The effect of California statutes and rules of law that cannot be waived prospectively by a party.

8. There is no litigation or other claim pending before any court or administrative or other governmental body or threatened in writing against Topgolf Montebello which would materially and adversely affect the ability of Topgolf Montebello to complete the planned acquisition, development and management of the Project described in the Official Statement, or the ability of Topgolf Montebello to pay the Improvement Payments under the Sublease.

Page 250 of 511 ends

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 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 a 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 prior to registration or qualification under the securities laws of such jurisdiction.

PRELIMINARY OFFICIAL STATEMENT DATED ______________, 2022 NEW ISSUE—BOOK-ENTRY RATING: S&P: “A” See “RATING” herein. In the opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Series 2022B Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. In the further opinion of Bond Counsel, interest on the Series 2022B Bonds is exempt from State of California personal income tax. See “TAX MATTERS” herein with respect to tax consequences relating to the Series 2022B Bonds.

$_________* MONTEBELLO PUBLIC FINANCING AUTHORITY Lease Revenue Bonds, Series 2022B (Topgolf Project) (Federally Taxable)

Dated: Delivery Date Due: November 1, as shown on the inside cover The Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Topgolf Project) (Federally Taxable) (the “Series 2022B Bonds”) are payable from Lease payments (the “Lease Payments”) to be made by the City of Montebello (the “City”) for the right to use certain City-owned property as described herein (the “Property”) pursuant to a facility lease, dated as of October 1, 2022 ( the “Facility Lease”), by and between Montebello Public Financing Authority (the “Authority”), as lessor, and the City, as lessee. See “THE SERIES 2022B BONDS” herein. The Series 2022B Bonds are being issued to provide funds to (i) finance the costs of a driving range entertainment venue to be built and operated by Topgolf USA MB, LLC (“Topgolf Montebello”), (ii) fund capitalized interest on the Series 2022B Bonds through ________, (iii) fund a debt service reserve fund for the Series 2022B Bonds, and (iv) pay the costs incurred in connection with the issuance of the Series 2022B Bonds. See “SOURCES AND USES OF FUNDS” and “THE PROJECT” herein. The City will covenant under the Facility Lease to make all lease payments provided for therein (the “Lease Payments”) and certain additional payments, to include all such payments in its annual budgets, and to make all the necessary annual appropriations for such Lease Payments. The City’s obligation to make Lease Payments is subject to abatement during any period in which, by reason of material damage to, or destruction or condemnation of, the Project (as defined herein), or any defects in title to the Site (as defined herein), there is substantial interference with the City’s right to use and occupy any portion of the Project. See “RISK FACTORS—Abatement” herein. While its obligation to make Lease Payments is payable from any legally available funds of the City, the primary source of revenues expected by the City to make the Lease Payments will be derived from a sublease agreement by and between the City and Topgolf Montebello, secured by a guaranty agreement provided by Topgolf International Inc. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Facility Lease and the Lease Payments,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Sublease and the Sublease Payments” and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Guaranty” herein. The Series 2022B Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2022B Bonds is payable semiannually on each May 1 and November 1, commencing May 1, 2023. Purchasers will not receive certificates representing their interest in the Series 2022B Bonds. Individual purchases of the Series 2022B Bonds may be made in principal amounts of $5,000 or integral multiples thereof. Principal of and interest on the Series 2022B Bonds will be paid by The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the Beneficial Owners of the Series 2022B Bonds. See “THE SERIES 2022B BONDS—Book-Entry Only System” herein. The Series 2022B Bonds will be issued pursuant to an Indenture, dated as of October 1, 2022, (the “Indenture”), by and among the City, the Authority and the Trustee. The Series 2022B Bonds and any additional bonds issued pursuant to the Indenture are collectively referred to herein as the “Bonds.” The Series 2022B Bonds are subject to optional, extraordinary and mandatory sinking fund redemption prior to maturity. See “THE SERIES 2022B BONDS—Redemption” herein. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND PRICES SEE THE INSIDE COVER The Bonds are special obligations of the Authority, payable solely from Lease Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds. The obligation of the City to make the Lease Payments does not constitute a debt of the City or the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. The Authority has no power to tax. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Series 2022B Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. Quint & Thimmig LLP, Larkspur, California, is acting as Disclosure Counsel to the City. Certain legal matters will be passed upon for the City and the Authority by the City Attorney of the City, for the Underwriter by Nixon Peabody LLP, Los Angeles, California, for the Trustee by its counsel and for the Municipal Bond Insurer by its counsel. It is anticipated that the Series 2022B Bonds will be available in book-entry form through the facilities of DTC in New York, New York on or about October 22, 2022.

Dated: October __, 2022 *Preliminary, subject to change.

Page 251 of 511 ends

$_________* MONTEBELLO PUBLIC FINANCING AUTHORITY Lease Revenue Bonds, Series 2022B (Topgolf Project) (Federally Taxable)

$________Serial Bonds CUSIP† Prefix: _____ Maturity Principal Interest CUSIP† (November 1) Amount* Rate Yield Price Suffix $________ ____% Term Bonds Maturing November 1, ____; Price: _____ to Yield ___%—CUSIP†: _____ ___ $________ ____% Term Bonds Maturing November 1, ____; Price: _____ to Yield ___%—CUSIP†: _____ ___ *Preliminary, subject to change. † Copyright 2022, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, operated by S&P Capital IQ. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the City and are included solely for the convenience of the registered owners of the Series 2022B Bonds. None of the Authority, the City or the Underwriter is responsible for the selection or uses of these CUSIP numbers and no representation is made as to their correctness on the Series 2022B Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the delivery of the Series 2022B Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2022B Bonds.

Page 252 of 511 ends

“For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (“Rule 15c2-12”), this Preliminary Official Statement constitutes an “official statement” of the City with respect to the Bonds that has been deemed “final” by the City as of its date except for the omission of no more than the information permitted by Rule 15c2-12. No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information or to make any representations in connection with the offer or sale of the Series 2022B 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 or the Authority. 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 Series 2022B 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 Series 2022B 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. This Official Statement and the information contained herein are subject to completion or amendment without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Authority or any other parties described herein since the date hereof. The Series 2022B Bonds may not be sold nor may an offer to buy be accepted prior to the time this Official Statement is delivered in final form. This Official Statement is being submitted in connection with the sale of the Series 2022B Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions. 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 “plan,” “expect,” “estimate,” “project,” “budget,” “intend” or similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption “RISK FACTORS” and in “THE CITY OF MONTEBELLO” herein. 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. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN EVALUATING SUCH STATEMENTS, POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. IN CONNECTION WITH THE OFFERING OF THE SERIES 2022B BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2022B BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE SERIES 2022B BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE SERIES 2022B BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. A wide variety of other information, including financial information, concerning the City is available from publications and website of City. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded. No such information is a part of or incorporated into this Official Statement, except as expressly noted.

Page 253 of 511 ends

THIS PAGE INTENTIONALLY LEFT BLANK

Page 254 of 511 ends

TABLE OF CONTENTS INTRODUCTION ............................................................................... 1 General ............................................................................................ 1 Security ............................................................................................ 2 The Authority .................................................................................. 3 The City .......................................................................................... 3 Continuing Disclosure ..................................................................... 4 Professionals .................................................................................... 4 Bondholders’ Risks .......................................................................... 5 Other Information in this Official Statement ................................... 5 THE SERIES 2022B BONDS .............................................................. 5 General ............................................................................................ 5 Registration, Transfers and Exchanges ............................................ 6 Redemption ..................................................................................... 6 Book-Entry Only System ................................................................. 8 SOURCES AND USES OF FUNDS ................................................... 9 DEBT SERVICE SCHEDULE .......................................................... 10 THE PROJECT .................................................................................. 10 History of the Project ..................................................................... 10 Location of the Project ................................................................... 12 Description of the Project .............................................................. 13 Project Participants ........................................................................ 14 Operation of the Project ................................................................ 15 Feasibility of the Project; Competition .......................................... 17 Environmental Review/Entitlements ............................................ 17 Construction Budget and Schedule ............................................... 17 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS .................................................................................... 18 Pledge of Revenues ........................................................................ 18 Lease Agreement and the Lease Payments .................................... 19 Additional Payments ...................................................................... 20 Abatement ..................................................................................... 21 Substitution, Addition and Removal of Property ........................... 21 Action on Default .......................................................................... 22 Reserve Fund ................................................................................. 23 Additional Bonds ........................................................................... 24 Insurance ....................................................................................... 25 Sublease and Sublease Payments ................................................... 26 The Guaranty ................................................................................ 27 THE AUTHORITY ........................................................................... 27 THE CITY .......................................................................................... 28 CITY FINANCIAL INFORMATION ............................................... 29 Financial Statements and Budgetary Process ................................ 29 General Fund Balance Sheet .......................................................... 31 General Fund Revenues, Expenditures, and Changes in Fund Balances ......................................................................................... 32 General Fund Budget to Actuals Comparison ............................... 35 City Financial Management ........................................................... 35 State Audit ..................................................................................... 37 Primary Sources of General Fund Revenues ................................. 39 Property Taxes .............................................................................. 41 Sales and Use Taxes ...................................................................... 48 Other Sources of General Fund Revenues ..................................... 50 No Material Reliance on State Revenues ....................................... 50 OTHER FINANCIAL INFORMATION .......................................... 50 Labor Relations .............................................................................. 50 Risk Management .......................................................................... 50 Employee Retirement Plans ........................................................... 51 Other Post-Employment Benefits .................................................. 55 Impact of Enterprise Operations on the City’s General Fund ....... 56 Debt Obligations ............................................................................ 58 Overlapping Debt ........................................................................... 59 STATE BUDGET INFORMATION ................................................ 61 2022-23 State Budget ..................................................................... 62 CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES AND APPROPRIATIONS ............................. 64 Article XIIIA of the California Constitution .................................. 64 Article XIIIB of the California Constitution ................................... 66 Articles XIIIC and XIIID (Proposition 218) of the California Constitution ................................................................................... 67 Proposition 1A of 2004 .................................................................. 69 Proposition 22 ................................................................................ 70 Proposition 26 ................................................................................ 71 Proposition 19 ................................................................................ 72 RISK FACTORS ................................................................................ 72 Bonds are Unsecured General Fund Obligations of the City ......... 72 Limitation on Remedies; Bankruptcy ............................................ 73 Abatement ..................................................................................... 74 Limited Recourse on Default; No Acceleration ............................. 74 Cash Management ......................................................................... 75 COVID-19 Pandemic ..................................................................... 75 Concentration of Revenue Sources ................................................ 76 Impact of Enterprise Operations on the City’s General Fund ....... 76 Construction Risks, Project Completion ........................................ 76 Force Majeure ................................................................................ 77 Competition Generally .................................................................. 77 Competition—Other Competing Golf Courses and Driving Ranges ....................................................................................................... 78 Reliance on Brand Name Recognition of Topgolf and Competent Management of the Project ............................................................ 79 Risks Related to the Sublease ......................................................... 79 Risks Related to the Guarantor ...................................................... 79 Ability of the City’s General Fund to Make Lease Payments ........ 79 Natural Disasters ........................................................................... 79 Endangered Species ....................................................................... 81 Hazardous Substances ................................................................... 81 Potential Impact of State Financial Condition on the City ............. 81 Pension Benefit Liability ................................................................ 82 Risks Related to Cyber Security ..................................................... 82 Secondary Market Risk .................................................................. 83 Changes in Law .............................................................................. 83 TAX MATTERS ................................................................................ 83 CONSIDERATIONS FOIR ERISA AND OTHER BENEFIT PLAN INVESTORS ...................................................................................... 84 CERTAIN LEGAL MATTERS ......................................................... 86 ABSENCE OF LITIGATION ............................................................ 86 UNDERWRITING ............................................................................. 86 RATING ............................................................................................. 87 MUNICIPAL ADVISOR .................................................................... 87 CONTINUING DISCLOSURE ......................................................... 87 FINANCIAL STATEMENTS OF THE CITY ................................. 88 MISCELLANEOUS ........................................................................... 88 APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MONTEBELLO AND LOS ANGELES COUNTY. ............. A-1 APPENDIX B SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS .................................................................................................... B-1 APPENDIX C SUBLEASE APPENDIX D ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021 ............................................................................................................................................................................ C-1 APPENDIX E PROPOSED FORM OF BOND COUNSEL OPINION ............................................................................................................ D-1 APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE .................................................................................................... E-1 APPENDIX G BOOK-ENTRY ONLY SYSTEM .............................................................................................................................................. F-1

Page 255 of 511 ends

CITY OF MONTEBELLO MONTEBELLO PUBLIC FINANCING AUTHORITY 1600 West Beverly Boulevard Montebello, CA 90640 (323) 887-1200 CITY COUNCIL/AUTHORITY BOARD Kimberly Ann Cobos-Cawthorne, Mayor/ Chair of the Board Angie M. Jimenez, Mayor Pro Tem/Vice Chair of the Board Salvador Melendez, Councilmember/Director Scarlet Peralta, Councilmember/Director David N. Torres, Councilmember/Director CITY STAFF/AUTHORITY STAFF Rene Bobadilla, City Manager/Executive Director Rafael Gutierrez, City Treasurer/Treasurer Michael Solorza, City Finance Director/ Chief Financial Officer Christopher Jimenez, City Clerk/Secretary Arnold M. Alvarez-Glasman, City Attorney/Authority Counsel PROFESSIONAL SERVICES Municipal Advisor Urban Futures, Inc. Tustin, California Bond Counsel Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California Disclosure Counsel Quint & Thimmig LLP Larkspur, California Trustee The Bank of New York Mellon Trust Company, N.A. Los Angeles, California

Page 256 of 511 ends

OFFICIAL STATEMENT $__________* MONTEBELLO PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2022B (Topgolf Project) (Federally Taxable) INTRODUCTION This introduction does not purport to be complete, and reference is made to the body of this Official Statement, appendices and the documents referred to herein for more complete information with respect to matters concerning the captioned bonds. Potential investors are encouraged to read this entire Official Statement. Capitalized terms used and not defined in this Introduction shall have the meanings assigned to them elsewhere in this Official Statement and in APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—DEFINITIONS. General This Official Statement (which includes the cover page, inside cover page and the appendices hereto) (the “Official Statement”), provides certain information concerning the sale and delivery of $______* aggregate principal amount of Montebello Public Financing Authority Lease Revenue Bonds, Series 2022B (Topgolf Project) (Federally Taxable) (the “Series 2022B Bonds”). The net proceeds of the sale of the Series 2022B Bonds will be used to (i) finance the costs of a driving range entertainment venue and other improvements (the “Project”) to be built and operated by Topgolf USA MB, LLC (“Topgolf Montebello”), (ii) fund capitalized interest on the Series 2022B Bonds through ________, (iii) fund a debt service reserve fund for the Series 2022B Bonds, and (iv) pay the costs incurred in connection with the issuance of the Series 2022B Bonds. See “SOURCES AND USES OF FUNDS” and “THE PROJECT” herein. The Series 2022B Bonds are equally and ratably payable from lease payments (the “Lease Payments”) to be made by the City for the right to use certain real property and improvements (as further described under the caption “THE PROJECT”), pursuant to a Facility Lease, dated as of October 1, 2022 (the “Facility Lease”), between the Montebello Public Financing Authority (the “Authority”), as lessor, and the City, as lessee. The City will covenant under the Facility Lease to make all Lease Payments and certain additional payments provided for therein, to include all such payments in its annual budgets, and to make all the necessary annual appropriations for such Lease Payments. The City’s obligation to make Lease Payments is subject to abatement during any period in which, by reason of material damage to, or destruction or condemnation of, the Project, or any defects in title to the Project, there is substantial interference with the City’s right to use and occupy any portion of the Project. See “RISK FACTORS—Abatement” herein. * Preliminary, subject to change.

Page 257 of 511 ends

-2-
While the City’s obligation to make Lease Payments is payable from any legally available funds of the City, the City expects the primary source of revenues to make the Lease Payments will be derived from a sublease by and between the City and Topgolf Montebello (the “Sublease”), secured by a guaranty agreement (the “Guaranty”) provided by Topgolf International Inc. (“Topgolf International”). See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Sublease and the Sublease Payments” and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Guaranty” herein. The Series 2022B Bonds will be issued pursuant to an Indenture, dated as of October 1, 2022 (the “Indenture”), by and among the Authority, the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Pursuant to the Indenture, the Authority may issue additional bonds (the “Additional Bonds”) payable from the Lease Payments on a parity with the Series 2022B Bonds (the Series 2022B Bonds and any such Additional Bonds being collectively referred to as the “Bonds”). Pursuant to a Site Lease, dated as of October 1, 2022 (the “Site Lease”), by and between the City and the Authority, the City has leased the site of the Project (the “Site”) to the Authority. The Authority has subleased the Site and the Project to the City under the Facility Lease. The Facility Lease obligates the City to make Lease Payments to the Authority. The Trustee and the Authority have entered into an Assignment Agreement, dated as of October 1, 2022 (the “Assignment Agreement”), pursuant to which the Authority has assigned to the Trustee for the benefit of the Bond Owners substantially all of the Authority’s right, title and interest in and to the Site and Facility Lease and the Facility Lease, including its rights to receive the Lease Payments due under the Facility Lease and to enforce any remedies in the event of a default under the Facility Lease by the City. Security The City will covenant under the Facility Lease to take such action as may be necessary to include all Lease Payments, which are comprised of Lease Payments and Additional Payments (which include taxes and assessments affecting the Property, administrative costs of the Authority relating to the Property, fees and expenses of the Trustee, and other amounts payable under the Facility Lease), due under the Facility Lease as a separate line item in its annual budgets and to make the necessary annual appropriations therefor, subject to abatement as described herein. The Lease Payments are an obligation of the City payable from any legally available funds and are not subject to a priority lien on any City revenues. The City has the capacity to enter into other obligations payable from the City’s General Fund without the consent of or prior notice to the Owners of the Series 2022B Bonds and has expressly reserved the right to issue or incur other obligations for any of its corporate purposes. Lease Payments are subject to complete or partial abatement in the event and to the extent that there is substantial interference with the City’s right to use and occupy the Project or any portion thereof. See “RISK FACTORS—Abatement.” Abatement of Lease Payments under the Facility Lease, to the extent that payment is not made from alternative sources as set forth below, would result in all Bond Owners receiving less than the full amount of principal of and interest on the Series 2022B Bonds. To the extent that proceeds of insurance are available, Lease Payments (or a portion thereof) may be made from such proceeds of insurance during periods of abatement. The Series 2022B Bonds are special obligations of the Authority, payable solely from Lease Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor

Page 258 of 511 ends

-3-
the taxing power of the Authority, the City or the State of California (the “State”), or any political subdivision thereof, is pledged to the payment of the Series 2022B Bonds. The Authority has no power to tax. The obligation of the City to make the Lease Payments does not constitute a debt of the City, the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction and does not constitute an obligation for which the City or the State is obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation. Certain events could affect the ability of the City to make the Lease Payments when due. See “RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters set forth herein, in evaluating an investment in the Series 2022B Bonds. While the City’s obligation to make Lease Payments is payable from any legally available funds of the City, the City expects the primary source of revenues to make the Lease Payments will be derived from the payments made by Topgolf Montebello under the Sublease, secured by the Guaranty provided by Topgolf International. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Sublease and the Sublease Payments” and “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Guaranty” herein. Should both Topgolf Montebello and Topgolf International fail to make payments under the Sublease and the Guaranty, respectively, the City will be obligated under the Lease Agreement to make the Lease Payments. Payment of the Lease Payments in whole or in part from the City’s General Fund would be a significant negative impact on the City’s General Fund. For additional discussion, see RISK FACTORS – “Ability of the City’s General Fund to Make Lease Payments” herein. THE OBLIGATION TO REPAY THE BONDS RESTS WITH THE CITY. THE PAYMENTS FROM TOPGOLF MONTEBELLO OR TOPGOLF INTERNATIONAL ARE NOT PLEDGED TO BONDHOLDERS. THE BONDS ARE SECURED SOLELY BY REVENUES AND OTHER FUNDS PLEDGED UNDER THE INDENTURE. The Authority The Authority is a joint exercise of powers entity organized and existing under and by virtue of the Joint Exercise of Powers Act, constituting Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code (the “Joint Powers Act”). See “THE AUTHORITY”. The City The City is situated in eastern Los Angeles County (the “County”), in the state of California (the “State”). The City encompasses 8.2 square miles and is located 9 miles east of downtown Los Angeles. The City has access to three freeways: the San Gabriel River Freeway (Interstate Highway 605) to the east, the Santa Ana Freeway (Interstate 5) to the south and the Pomona Freeway (State Highway 60) to the north. The City is a balanced community with light industry, residential areas and commercial centers. The City is bordered to the north by the cities of Monterey Park and Rosemead, to the east by the City of Pico Rivera

Page 259 of 511 ends

-4-
and to the west by the City of Commerce. Other surrounding cities include the cities of Bell Gardens, Whittier, South El Monte and Los Angeles. The City was incorporated as a general law city in 1920. The City operates under the Council-Manager form of government. The five City Council members are elected on alternate slates every two years to four-year terms. The Mayor and the Mayor Pro Tem are selected by the City Council to serve one-year terms. The City Clerk and City Treasurer are also elected to four-year terms. The City Manager and City Attorney are appointed by the City Council. The population of the City was estimated to be 61,622 as of January 1, 2022. City’s Transition to District-Based Elections. The City is in the process of transitioning from at-large elections to district-based elections for its council seats. On November 8, 2022, the voters of the City will elect five new councilmembers by district. The five new councilmembers will join the two existing at-large councilmembers to create a seven-member council. The City will temporarily retain the two at-large council seats until the expiration of their terms in 2024, at which point those seats will be eliminated and the City will have a five-member council elected entirely by district. For additional information about the City, see “THE CITY,” “CITY FINANCIAL INFORMATION,” APPENDIX A—GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY and APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE YEAR ENDED JUNE 30, 2021. Continuing Disclosure The City has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission (“SEC Rule 15c2-12(b)(5)”) certain annual financial information and operating data and, in a timely manner, notice of certain listed events. These covenants have been made in order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5). See “CONTINUING DISCLOSURE” for a description of the City’s compliance over the past five years with its various continuing disclosure obligations. See APPENDIX F—FORM OF CONTINUING DISCLOSURE CERTIFICATE for the form of the City’s continuing disclosure obligations with respect to the Series 2022B Bonds. Professionals The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, will act as Trustee with respect to the Series 2022B Bonds. The Series 2022B Bonds will be issued subject to the approval as to their legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. Certain legal matters will be passed upon for the City and the Authority by the City Attorney of the City and by Quint & Thimmig LLP, Larkspur, California, Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by Nixon Peabody LLP, Los Angeles, California, California. The City’s financial statements for the fiscal year ended June 30, 2021, have been audited by Vasquez & Company LLP, Glendale, California (the “Auditor”). See APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021. The Auditor has not undertaken to update the audited financial statements of the City or its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement.

Page 260 of 511 ends

-5-
Bondholders’ Risks Certain events could affect the ability of the City to make the Lease Payments when due. See “RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters set forth herein, in evaluating an investment in the Series 2022B Bonds. The presentation of information, including tables of receipt of revenues, is intended to show recent historical information and, except for a budget discussion for Fiscal Year 2022-23, is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. See “FINANCIAL INFORMATION” for financial and operating information related to the City. Other Information in this Official Statement The summaries or references to the Indenture, the Facility Lease, the Site Lease, the Assignment Agreement and other documents, agreements and statutes referred to herein, and the description of the Series 2022B Bonds included in this Official Statement, do not purport to be comprehensive or definitive, and such summaries, references and descriptions are qualified in their entireties by reference to each such document or statute. THE SERIES 2022B BONDS General The Series 2022B Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof. The Series 2022B Bonds will be dated as of and bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) from the dated date thereof at the rates set forth on the inside cover page hereof. Interest on the Series 2022B Bonds will be paid semiannually on May 1 and November 1 (each, an “Interest Payment Date”) of each year, commencing May 1, 2023. Interest on the Series 2022B Bonds will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2022B Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth day of the month next preceding such Interest Payment Date, whether or not such day is a Business Day (the “Record Date”), in which event it will bear interest from such Interest Payment Date, (ii) a Series 2022B Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the dated date thereof, or (iii) interest on any Series 2022B Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest will be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2022B Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest will be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date or by wire transfer to Owners of more than $1,000,000 in principal amount of Series 2022B Bonds who have provided account information and wiring instructions satisfactory to the Trustee.

Page 261 of 511 ends

-6-
The principal of the Series 2022B Bonds will 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 Series 2022B Bonds will be subject to redemption as set forth herein. Registration, Transfers and Exchanges The Series 2022B Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of DTC, and will be available to actual purchasers of the Series 2022B Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in APPENDIX G—BOOK-ENTRY ONLY SYSTEM) as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Series 2022B Bonds. See “THE SERIES 2022B BONDS—Book-Entry Only System.” Redemption Extraordinary Redemption from Condemnation Award or Insurance Proceeds. The Series 2022B Bonds shall be subject to redemption, in whole or in part, on any date, in denominations of $5,000 or any integral multiple thereof, from and to the extent of: (i) Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to the Indenture, and (ii) eminent domain proceeds received pursuant to the Facility Lease, at a Redemption Price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. Optional Redemption. The Series 2022B Bonds maturing on or after November 1, ___, are subject to optional redemption, in whole or in part, on any date on or after November 1, ___, in denominations of $5,000 or any integral multiple thereof, from and to the extent of prepaid Lease Payments paid pursuant to the Facility Lease, at a Redemption Price equal to the principal amount of the Series 2022B Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. Mandatory Sinking Fund Redemption. The Series 2022B Bonds with a stated maturity on November 1, ___, are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, ___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule: Redemption Date Principal (November 1) Amount †Maturity. The Series 2022B Bonds with a stated maturity on November 1, ___, are subject to mandatory sinking fund redemption in part (by lot) on each November 1 on and after November 1, ___, in integral multiples of $5,000 at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Page 262 of 511 ends

-7-
Redemption Date Principal (November 1) Amount †Maturity. In the event of a partial optional redemption or extraordinary mandatory redemption of any of the Term Bonds, each of the remaining mandatory sinking fund payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis in the amount of $5,000 or any integral multiple thereof as directed by an Authorized City Representative. Notice of Redemption. Notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Series 2022B Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Series 2022B Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Series 2022B Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Series 2022B Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee. Such notice will state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Series 2022B Bond numbers and the maturity or maturities (except in the event of redemption of all of the Series 2022B Bonds of such maturity or maturities in whole) of the Series 2022B Bonds to be redeemed, and will require that such Series 2022B Bonds be then surrendered at the principal corporate trust office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Series 2022B Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so given, nor any defect in such notice, will affect the validity of the proceedings for the redemption of the Series 2022B Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. With respect to any notice of optional redemption of the Series 2022B Bonds, such notice may state that such redemption is conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Series 2022B Bonds to be redeemed and upon other conditions set forth therein and that, if such money has not been so received or such other conditions have not been satisfied, said notice is of no force and effect and the Trustee is not required to redeem such Series 2022B Bonds. If any condition stated in the redemption notice for an optional redemption have not been satisfied on or prior to the redemption date: (i) the redemption notice will be of no force and effect, (ii) the Authority will not be required to redeem such Series 2022B Bonds, (iii) the redemption will not be made, and (iv) the Trustee will within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

Page 263 of 511 ends

-8-
Selection of Bonds for Redemption. Whenever provision is made in the 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 Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, (b) with respect to any redemption from and to the extent of any insurance proceeds or condemnation award received with respect to all or a portion of the Property and the corresponding provision 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, as directed in a Written Request of the Authority provided to the Trustee at least 30 but no more than 60 days prior to the date of such redemption, 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 which the Trustee in its sole discretion deems appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds which may be separately redeemed. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority will execute, and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered. Effect of Notice of Redemption. Notice having been given as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds will become due and payable on said date, and, upon presentation and surrender thereof at the principal corporate trust office of the Trustee, said Bonds will be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. 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, will be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof has been given as aforesaid and not canceled, then, from and after said date, interest on said Bonds will cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds will 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. All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of the Indenture will be canceled upon surrender thereof and destroyed. Book-Entry Only System DTC will act as securities depository for the Series 2022B Bonds. The Series 2022B Bonds will be issued as fully registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One fully registered Series 2022B Bond will be issued for each maturity of the Series 2022B Bonds, each in the initial aggregate principal amount of such maturity and will be deposited with DTC. See APPENDIX G—BOOK-ENTRY ONLY SYSTEM.

Page 264 of 511 ends

-9-
SOURCES AND USES OF FUNDS The sources and uses of funds with respect to proceeds of the Series 2022B Bonds and other available amounts are shown below. Sources Principal Amount of Series 2022B Bonds Total Sources Uses Deposit to Project Fund Deposit to Bond Reserve Fund(1) Deposit to Interest Fund(2) Underwriter’s Discount Costs of Issuance(3) Total Uses (1) An amount equal to maximum annual debt service on the Series 2022B Bonds. (2) An amount equal to capitalized interest on the Series 2022B Bonds through ___________. (3) Includes legal, municipal advisory, rating agency, printing fees, and other miscellaneous costs of issuance.

Page 265 of 511 ends

-10-
DEBT SERVICE SCHEDULE Following is the annual schedule of debt service due with respect to the Series 2022B Bonds: Year Ending June 1 Principal Interest Total 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 Total Source: The Underwriter. THE PROJECT History of the Project The City has owned and operated a municipal golf course (the “City Golf Course”) for almost its entire one-hundred-year history of incorporation. The eighteen-hole City Golf Course – located at 988 Via San Clemente – covers 118 acres. The City Golf Course was last remodeled in 1999, having closed for repairs in 1998 and reopened in May, 1999. The City Golf Course inhabits a prime location, is freeway adjacent, is located minutes away from Downtown Los Angeles and the Los Angeles Convention Center and is a key component of the City’s two hotels and conference center “campus.” While the City Golf Course is enjoyed by City residents and non-residents alike, it is in need of significant capital upgrades and repairs. In addition, the nature of the game of golf has changed over the years, and the appeal of an 18-hole golf course to current players has changed. The City operates the City Golf Course as an enterprise fund, with the fees charged for playing rounds of golf, using the driving range, and renting golf carts utilized to fund the City Golf Course’s

Page 266 of 511 ends

-11-
operations. The City Golf Course has operated at a deficit for more than a decade, requiring the City’s General Fund to subsidize the City Golf Course’s operations on an annual basis. A history of recent subsidy payments from the City’s General Fund to the City’s Golf Course Fund can be found in Table 19, herein. The following image is an aerial view of the current configuration of the City Golf Course. MONTEBELLO CITY GOLF COURSE City Staff began researching a path to update the 118-acre City Golf Course in a manner that would be a revenue surplus operation and not require subsidies from the City’s General Fund while also modernizing the playing experience. An initial study and mitigated negative declaration (the “MND,” as described in additional detail under “Environmental Review” below) was produced in 2019 that provided a new vision for the City Golf Course. The MND outlined a proposal to upgrade and modernize the City Golf Course with the construction of the Project, a new driving range complex as described in additional detail under “Description of the Project” herein, as well as other additional improvements. The City has determined that the Project, together with other improvements to the City Golf Course that will be constructed separately, will have a positive economic impact from the synergy of the Project and the improvements to the City Golf Course with two City-owned hotels and an adjacent conference center. The City also expects the Project will generate significant additional sales tax revenues through food, beverage, gameplay and merchandise sales once the Project opens for business. After reviewing proposals from developers and operators with demonstrated success in the market, the City entered into an Exclusive Negotiating Agreement (ENA) with Topgolf Montebello on December 21, 2020. The City and Topgolf Montebello explored the feasibility and potential terms and conditions associated with developing and operating a project on the Golf Course substantially similar to that described in the MND. Subsequent to the ENA, the City and Topgolf Montebello entered in to a Sublessee Development and Participation Agreement on March 24, 2021 (the “SDPA”) to define the basic terms by which the City and Topgolf Montebello would agree to construct and operate the Project. The SDPA outlined the responsibilities of both parties for seeking financing and paying debt service throughout the life of the Project.

Page 267 of 511 ends

-12-
The Sublease sets forth a schedule of “base rent” payments (i.e., lease payments) that Topgolf Montebello will pay to the City for use of the Project. This “base rent” amount is separate and in addition to the “periodic principal and interest payments” Topgolf Montebello would be obligated to pay in connection with issuance of the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Sublease and the Sublease Payments.” Under the Guaranty, Topgolf International pledges to guaranty the payment of the “improvement rent” payments under the Sublease to be made by Topgolf Montebello. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Guaranty.” Location of the Project The Project will be located on the northern portion of the City Golf Course, which is located in the northern part of the City. The City is located approximately eight miles southeast of downtown Los Angeles and is bounded by Commerce on the west, unincorporated East Los Angeles on the north and Monterey Park on the north, the cities of Pico Rivera, Whittier, Santa Fe Springs, and South El Monte on the east, and the City of Downey on the south. The following map shows the location of the Project within the City’s boundaries. The Project will be constructed within the shaded area in the northwest portion of the City identified in the diagram below as “Golf Course.” PROJECT LOCATION WITHIN THE CITY Major streets located in the vicinity of the Project include Garfield Avenue, a north-south street that extends along the east side of the Project, and Via San Clemente, located along the site’s southeast side. Major east-west regional access to the Project is provided by the Pomona Freeway (SR-60). Via Campo

Page 268 of 511 ends

-13-
provides a direct access to the aforementioned Freeway. Beverly Boulevard is located approximately 1⁄2 mile to the south of the Project. Description of the Project The Project is an approximately 68,000 square foot Topgolf-branded commercial driving range and entertainment venue which is expected to include a full-service restaurant, event space, and other associated amenities to be located on the Site and operated and managed by Topgolf Montebello. The Project will include, among other things: a three (3)-story driving range complex/structure with approximately 102 hitting bays; restaurant and entertainment amenities; outdoor seating / patio areas; a parking lot; a miniature golf course; and common facilities, including a driveway that provides access from Via San Clemente, on approximately 15 acres. The following diagram shows the anticipated layout of the Project and the location of the major component facilities and improvements as described in additional detail below. THE PROJECT Driving Range Complex. The centerpiece of the Project will be a three-level indoor driving range complex that will contain approximately 102 hitting bays. The driving range complex will have a total floor area of approximately 68,000 square-feet. The driving range complex building is expected to include various amenities including restaurant spaces which will serve alcoholic and non-alcoholic beverages, lounge areas, spaces for private or corporate events, and a retail area.

Page 269 of 511 ends

-14-
Poles and Netting. The driving range complex will involve the installation of new netting and poles. The poles and netting will have a maximum height of one hundred-seventy (170) feet above the finished floor elevation of the new driving range complex. Surface Parking Facility. To service the driving range complex, a new surface parking area, containing between 450-500 spaces, will be constructed to the west of the new driving range complex. Outdoor Seating and Patio Areas. The proposed improvements would also include the construction of new outdoor seating and patio areas for its guests which may include the service of food and beverage. Potential Miniature Golf Course. The Project may include a new miniature golf operation to the south of the main driving range complex. The miniature golf operation would serve both as a stand-alone feature and a will provide entertainment option when driving range complex bays are on a wait period in the evenings. Topgolf Montebello has obtained the entitlements to construct the miniature golf operation but has not, as of the date of this Official Statement, made a final determination as to whether or not it will choose to construct it. Access and Circulation. Primary vehicular access (both ingress and egress) to the Project is expected to consist of at least one driveway to be located west of the Via 60 Freeway and Garfield Avenue intersection and a new full-access driveway which would connect to Via San Clemente and Garfield. These driveways would accommodate customers and patrons entering and exiting the site. The technology and game development for Topgolf Montebello will be supported by Topgolf International teams located in offices and studios across Dallas, Texas, San Francisco, California and Stockholm, Sweden. These teams are comprised of front-end and back-end engineers including software, network, structural, radio frequency, electrical, mechanical, machine learning, visual recognition, system test, computer vision scientists and data analysis, user experience and industrial design engineers, and mobile app developers. Topgolf International utilizes a number of proprietary, industry standard and third-party management information systems in its business and relies on its own servers and third-party infrastructure to operate games and to maintain and provide analytics data. Project Participants Topgolf Montebello. Topgolf Montebello, a wholly owned, indirect subsidiary of Topgolf International, was established specifically to develop and operate the Project. Topgolf Montebello does not operate any other Topgolf facilities and has no operating history. Topgolf Montebello is obligated to make rent payments to the City for the use and enjoyment of the Project in accordance with the Sublease. Topgolf International. Topgolf International is a wholly owned subsidiary of Topgolf Callaway Brands Corp. Topgolf International is a leading technology-enabled golf entertainment business with an innovative platform comprised of open-air golf and entertainment venues, Toptracer ball-tracking technology and digital media platforms. Topgolf International’s venues business is comprised of company-operated venue operations within the United States and company-operated and franchised venues outside of the United States. As of the date of this Official Statement, Topgolf International had more than 70 company-operated venues in the United States and the United Kingdom, and franchises five venues in five different countries outside of the United States and United Kingdom. Topgolf International’s other

Page 270 of 511 ends

-15-
business lines include the Toptracer Range ball tracking technology and digital media. Topgolf International has contracted to guarantee Topgolf Montebello’s payments of rent under the Sublease in the Guaranty. Revenues from Topgolf International’s venues are primarily derived from food and beverage sales, gameplay and bay rentals, and events. Topgolf International’s venue facilities offer multiple forms of entertainment and are equipped with technology-enabled hitting bays, multiple bars, dining areas and exclusive event spaces. Topgolf International’s venues incorporate proprietary ball-tracking technologies to “gamify” golf and offer guests the chance to enjoy a variety of games developed to appeal to a broad range of players of different skills. Topgolf International venues provide flexible spaces that are used for enjoying food and beverage, watching sports, charity fundraisers, corporate outings, golf instruction, playing games and watching live music. Topgolf International rents spaces ranging in size from 12 to up to 1,000 attendees for events to individuals and organizations for a variety of different occasions, including corporate events and social gatherings. Topgolf International also hosts events similar to arenas and other entertainment venues such as live concerts and team-building events. For additional discussion of activities expected to be available at the Project, see “Operation of the Project” below. Topgolf International has a $350.0 million term loan (the “Topgolf Term Loan”), and a $175.0 million revolving credit facility (the “Topgolf Revolving Credit Facility” and together with the Topgolf Term Loan, the “Topgolf Credit Facilities”), with JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank, RBC Capital Markets, as Syndication Agent, and the other agents, arrangers and lenders party thereto. As of June 30, 2022, outstanding borrowings under the Topgolf Term Loan were $338.6 million and there were no outstanding borrowings under the Topgolf Revolving Credit Facility. For more detailed discussion of the Topgolf Credit Facilities, or for information regarding the net revenue, operating income, and long-lived assets of Topgolf International, please see the segment reporting information disclosed from time to time in the periodic and other reports filed by Topgolf Callaway Brands Corp. with the Securities and Exchange Commission available at https://www.sec.gov/edgar/browse/?CIK=837465&owner=exclude. Such information is not incorporated herein by this reference. General Contractor. The prime contractor for construction of the Project is McCarthy Building Companies, Inc. (the “Prime Contractor”). The Prime Contractor has entered into a guaranteed maximum price construction contract with Topgolf Montebello for the turnkey construction of the Project. [MORE ON GENERAL CONTRACTOR] Operation of the Project Topgolf Montebello will operate the Project under the Sublease. The Project will be supported by a multi-disciplined operations team. This team will be responsible for a number of areas, including preopening activities (such as employee recruitment, selection and training), culinary development, event sales support, technology services, supply chain support for food, beverages and equipment, marketing, and ongoing training and development for associates. Maintaining a high degree of quality in the venues depends in part on Topgolf Montebello’s ability to acquire food and beverage ingredients, venue hardware, golf equipment and other supplies that meet Topgolf’s high standards from reliable suppliers. Topgolf Montebello will use a third-party verification company to ensure

Page 271 of 511 ends

-16-
that all vendors meet United States guidelines and regulations, and for produce, it uses a third-party vendor that regulates a network of produce distributors nationwide. The Project will include approximately 102 bays available to rent at its driving range complex. Bays will be available to reserve by the hour, with the hourly rate varying by day and time, plus a $5 one-time member fee for new customers. Up to 6 customers may be in each bay, with one customer can be hitting at a time. The driving range complex will be an all-weather facility and is expected to be open from 10AM to 12PM daily. Bays at the driving range complex may feature fans for the summer and heaters for the winter to enable year-round operation. The bays at the driving range complex are expected to be substantially similar to those at other Topgolf locations in the United States and may resemble the picture below. EXAMPLE TOPGOLF DRIVING RANGE BAY At each bay, customers will be able to play multiple Topgolf game variations, using provided RFID-chipped golf balls that provide players with feedback on each shot’s accuracy and distance. Customers will also be able to order food and drinks and watch HDTVs in each bay. Golf clubs will be provided to customers and are complimentary to use during game play. Men’s and women’s clubs will be available for use in each bay. Additional clubs for men, ladies, left-handers, right-handers, and children, will be available upon request. Customers will be allowed to bring their own clubs, and the driving range complex will have designated areas within the bays to store them. Individual, group, and public lessons are expected to be available at the driving range complex. The driving range complex will also house eating and drinking options, including a full-service restaurant and a bar. If a miniature golf course is constructed it would be located adjacent to the driving range complex. Rounds of miniature golf would be available during business hours for a separate fee, which includes the rental of a putter. The miniature golf course’s operations would be dependent on the weather.

Page 272 of 511 ends

-17-
Feasibility of the Project; Competition Topgolf International tailors the design of its venues to thrive in varying climates, conditions and market sizes. The location of each of Topgolf International’s venues, including the location of the Project, is carefully selected through a disciplined, data-driven site selection process, led by an experienced real estate team and augmented by a nationwide broker network. The Project will be located in the Gateway Cities region of Los Angeles County, one of the most population-dense regions of the United States. The Project will be highly visible from highway 60 and will be approximately a 15-minute drive from the urban core of the City of Los Angeles and the Los Angeles Convention Center. For additional demographic and economic information about the City, the County, and the region generally, see APPENDIX A – GENERAL INFORMATION REGARDING THE CITY OF MONTEBELLO AND LOS ANGELES COUNTY. The Project will compete for consumers’ time and discretionary entertainment dollars against a broad range of other out-of-home entertainment options including other dining and entertainment venues, sports activity centers, traditional driving ranges and other establishments offering simulated golf or multisport experiences, arcades and entertainment centers, movie theaters, sporting events, bowling alleys, nightclubs, bars and restaurants. There are also two other Topgolf-branded locations located within the region, Topgolf Ontario (located approximately 35 miles from the Project) and Topgolf El Segundo (located approximately 25 miles from the Project), For additional discussion of factors that could affect the feasibility of the Project, see “RISK FACTORS—Competition Generally” and “RISK FACTORS—Other Competing Golf Courses and Driving Ranges.” Environmental Review/Entitlements The City has analyzed the reasonably foreseeable environmental impacts of the Project pursuant to the requirements of the California Environmental Quality Act (“CEQA”) by way of an “Initial Study and Mitigated Negative Declaration for the Montebello Golf Couse Driving Range Relocation Project,” dated December 12, 2019 (the “MND”). The MND concluded that, with mitigation, the Project would not result in any significant negative impacts to the environment. The MND was approved by the City’s Planning Commission Resolution No. 6-22 in the manner required by CEQA. The period for filing a legal challenge to the MND has expired. In accordance with the requirements for Title 17 of the Montebello Municipal Code, the City Planning Commission has reviewed, held a duly noticed public hearing on, and approved the planning approvals for the Project, and all permits, requirements, or approvals of applicable government requirements needed to commence development, construction, and operation of the Project have been issued or performed. The City issued a mass grading permit for the Project site on September _____, 2022 and a building permit for the Project on September ____, 2022. Construction Budget and Schedule Construction Budget. [TO COME]

Page 273 of 511 ends

-18-
Construction Schedule. Groundbreaking for the Project is expected to begin in early November, 2022. The following schedule contains approximate estimates of construction milestones expected to be completed during a 13-month construction period prior to the expected grand opening of the Project to the public at the end of 2023. The dates and milestones in the schedule below are subject to change and may be delayed due to force majeure events and other matters beyond Topgolf Montebello’s control. For additional discussion of certain risk factors related to the construction of the Project, please see “RISK FACTORS—Construction Risks, Project Completion” and “RISK FACTORS—Force Majeure.” ESTIMATED PROJECT CONSTRUCTION SCHEDULE Activity Milestone Date Groundbreaking 11/7/2022 City Utility Extension Completion 12/23/2022 City Common Drive Completion 8/25/2023 Substantial Completion 11/20/2023 Grand Opening 12/29/2023 Insurance Requirements for Topgolf Montebello During Construction Period. [TO COME] SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS Pledge of Revenues The Series 2022B Bonds are equally and ratably payable from and secured by Lease Payments and certain amounts on deposit in the Lease Payment Fund, the Interest Fund, the Principal Fund, the Reserve Fund and the Redemption Fund established under the Indenture. Lease Payments will be payable by the City from any and all legally available funds of the City, however, the City expects that the City’s General Fund will be the primary source of funds to make Lease Payments. See “RISK FACTORS” and APPENDIX A—GENERAL INFORMATION REGARDING THE CITY OF MONTEBELLO AND LOS ANGELES COUNTY for a description of such available funds and the potential risks associated with the availability of such funds to make Lease Payments. The City covenants in the Facility Lease to take such action as may be necessary to include all Lease Payments and Additional Payments due under the Facility Lease in its annual budgets and to make the necessary annual appropriations therefor. The Authority, pursuant to the Assignment Agreement, has assigned to the Trustee for the benefit of the Bond Owners all of the Authority’s right, title and interest in and to the Site Lease and the Facility Lease, including, without limitation, its right to receive Lease Payments to be paid by the City under and pursuant to the Facility Lease; provided that, the Authority will retain the rights to indemnification, to give approvals and consents under the Facility Lease and the Site Lease and to payment or reimbursement of its reasonable costs and expenses under the Facility Lease. The City will pay Lease Payments directly to the Trustee, as assignee of the Authority. See “—Lease Payments” below. Pursuant to the Indenture, the Authority may issue Additional Bonds payable from the Lease Payments on a parity with the Series 2022B Bonds. See APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—ISSUANCE OF BONDS; APPLICATION OF PROCEEDS—Conditions for the Issuance of Additional Bonds, and APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL

Page 274 of 511 ends

-19-
DOCUMENTS—THE INDENTURE—ISSUANCE OF BONDS; APPLICATION OF PROCEEDS—Procedure for the Issuance of Additional Bonds. Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, all of the Lease Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Lease Payment Fund, the Interest Fund, the Principal Fund, the Reserve Fund and the Redemption Fund are pledged by the Authority pursuant to the Indenture to secure the payment of the principal of and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets. The Bonds are special obligations of the Authority, payable solely from Lease Payments and other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the Bonds. The Authority has no power to tax. PAYMENTS FROM TOPGOLF MONTEBELLO OR TOPGOLF INTERNATIONAL ARE NOT PLEDGED TO BONDHOLDERS. THE BONDS ARE SECURED SOLELY BY REVENUES AND OTHER FUNDS PLEDGED UNDER THE INDENTURE. Lease Agreement and the Lease Payments Lease Payments and Additional Payments will be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each year for which such Lease Payments are to be paid. The Lease Payments are an obligation of the City payable from any legally available funds and are not subject to a priority lien on any City revenues. The City has the capacity to enter into other obligations payable from the City’s General Fund without the consent of or prior notice to the Owners of the Series 2022B Bonds and has expressly reserved the right to issue or incur other obligations for any of its corporate purposes. See “CITY FINANCIAL INFORMATION— Impact of Enterprise Operations on the City’s General Fund” and “RISK FACTORS— Impact of Enterprise Operations on the City’s General Fund.” While the City’s obligation to make Lease Payments is payable from any legally available funds of the City, the City expects the primary source of revenues it will use to make the Lease Payments will be derived from the sublease payments made by Topgolf Montebello under the Sublease, as such sublease payments are secured by the Guaranty provided by Topgolf International. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022B BONDS—The Sublease and the Sublease Payments.” Should both Topgolf Montebello and Topgolf International fail to make payments under the Sublease and the Guaranty, respectively, the City will be obligated under the Lease Agreement to make the Lease Payments. Payment of the Lease Payments in whole or in part from the City’s General Fund would be a significant negative impact on the City’s General Fund. For additional discussion, see “RISK FACTORS—Ability of the City’s General Fund to Make Lease Payments.” Each Lease Payment will be deposited with the Trustee no later than ninety days preceding each Interest Payment Date. All Lease Payments will be paid directly by the City to the Trustee, and if received by the Authority at any time will be transferred by the Authority to the Trustee within one Business Day

Page 275 of 511 ends

-20-
after the receipt thereof. All Lease Payments received by the Trustee will be deposited by the Trustee in the Lease Payment Fund. Pursuant to the Indenture, on the Business Day immediately preceding each Interest Payment Date and on the Business Day immediately preceding each Principal Payment Date, the Trustee will transfer amounts in the Lease Payment Fund as are necessary to the Interest Fund and the Principal Fund to provide for the payment of and the interest on and principal of the Series 2022B Bonds. The Lease Payments are calculated to be sufficient to pay the principal of and interest on the Series 2022B Bonds. The debt service schedules for the Series 2022B Bonds are set under the heading “DEBT SERVICE SCHEDULE.” The obligation of the City to make the Lease Payments does not constitute a debt of the City, the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction and does not constitute an obligation for which the City or the State is obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation. Additional Payments For the right to use and occupy the Property, the Facility Lease requires the City to pay, as Additional Payments thereunder, in addition to the Lease Payments, such amounts as shall be required for the payment of the following: (i) All taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein. (ii) All reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Facility Lease or to defend the Authority and its members, officers, agents and employees. (iii) Insurance premiums for all insurance required pursuant to the Facility Lease. (iv) Any amounts with respect to the Facility Lease or the Bonds required to be rebated to the federal government in accordance with section 148(f) of the Internal Revenue Code of 1986; and (v) All other payments required to be paid by the City under the provisions of the Facility Lease or the Indenture. Amounts constituting Additional Payments payable under the Facility Lease will be paid by the City directly to the person or persons to whom such amounts are payable. The City will pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60

Page 276 of 511 ends

-21-
days after notice in writing from the Trustee to the City stating the amount of Additional Payments then due and payable and the purpose thereof. Abatement Lease Payments and Additional Payments are paid by the City in each Rental Period for and in consideration of the right to use and occupy the Property. Lease Payments and Additional Payments may be abated in the event of damage, destruction, condemnation or title defect affecting the Property, each as described further below. The Trustee cannot terminate the Facility Lease in the event of such substantial interference. Abatement of Lease Payments and Additional Payments is not an event of default under the Facility Lease and does not permit the Trustee to take any action or avail itself of any remedy against the City. See APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE FACILITY LEASE—LEASE PAYMENTS—Rental Abatement. In the Event of Damage, Destruction, Condemnation or Title Defect. Except as otherwise specifically provided in the Facility Lease, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Lease Payments are subject to abatement proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Facility Lease by virtue of any such interference, and the Facility Lease will continue in full force and effect. The amount of such abatement will be agreed upon by the City and the Authority; provided, however, that the Lease Payments due for any Rental Period may not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. Any such abatement will continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending when such use and occupancy is restored. In the event of abatement, the term of the Facility Lease will be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with the Indenture, or (ii) the Indenture shall be discharged by its terms and all Lease Payments shall have been paid in full. Notwithstanding the foregoing, the term of the Facility Lease will in no event be extended beyond November 1, 2055. Notwithstanding the foregoing, to the extent that moneys are available for the payment of Lease Payments due under the Facility Lease in any of the funds and accounts established under the Indenture (including as a result of the availability of insurance proceeds), such Lease Payments will not be abated as provided above but, rather, will be payable by the City as a special obligation payable solely from said funds and accounts. Substitution, Addition and Removal of Property General. The Authority and the City may amend the Facility Lease to substitute alternate property for any portion of the Property, to release a portion of the Property from the Facility Lease or to add additional property to the encumbrance of the Facility Lease, and upon compliance with all of the conditions set forth in the Facility Lease and described below. After a substitution or release, the portion of the Property for which the substitution or release has been affected will be released from the leasehold encumbrance of the Facility Lease. The Facility Lease provides that there will be no reduction in or abatement of the Lease Payments due from the City thereunder as a result of such substitution, release or addition. Any such substitution,

Page 277 of 511 ends

-22-
release or addition is subject to the following specific conditions precedent to such substitution, release or addition: (a) a Written Certificate of the City to the effect that the Property, as constituted after such substitution, release or addition: (i) has an annual fair rental value at least equal to the maximum Lease Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds. (b) with respect to any substituted or added property, the City obtains or causes to be obtained a CLTA or ALTA title insurance policy or policies with respect to the Property (as such term will be defined after such substitution or addition) that when taken together with other title insurance policies covering the Property, will be in an amount at least equal to the aggregate principal amount of any Outstanding Bonds, of the type and with the endorsements described in the Facility Lease; and (c) the City, the Authority and the Trustee execute, and the City causes to be recorded with the County of Los Angeles Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted or added real property in the description of the Property contained in the Facility Lease and in the Site Lease. See the captions “THE PROJECT” and “THE PROPERTY,” as well as APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE FACILITY LEASE—NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR RELEASE—Substitution or Release of, or Addition to, the Property. Action on Default Should the City default under the Facility Lease, the Trustee, as assignee of the Authority under the Facility Lease, may terminate the Facility Lease and recover certain damages from the City, or may retain the Facility Lease and hold the City liable for all Lease Payments thereunder on an annual basis, and will have the right to re-enter and re-let the Property. In the event such re-letting occurs, the City would be liable for any resulting deficiency in Lease Payments. See “RISK FACTORS—Limitation on Remedies; Bankruptcy.” For purposes of certain actions of Bond Owners under the Indenture and the Facility Lease, such as certain consents and amendments and the direction of remedies following default, Bond Owners do not act alone and may not control such matters to the extent such matters are not supported by the requisite number of the Owners of all Bonds. In the event of a default under the Facility Lease there is no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. There is no right under the Indenture to accelerate debt service payments on the Bonds in the event of a default under the Indenture or the Facility Lease. For a description of the events of default and permitted remedies of the Trustee (as assignee of the Authority) contained in the Facility Lease and the Indenture, see APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE FACILITY LEASE—DEFAULTS AND REMEDIES and APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—

Page 278 of 511 ends

-23-
DEFAULT AND LIMITATIONS OF LIABILITY. Reserve Fund The Indenture provides that the Trustee will establish and maintain a Reserve Fund and within the Reserve Fund, the “Series 2022B Bonds Account,” which shall be held and maintained by the Trustee. The Trustee shall deposit into the Series 2022B Bonds Account of the Reserve Fund a portion of the proceeds of the Series 2022B Bonds in an amount equal to the least of maximum annual Lease Payments, 125% of average annual Lease Payments and 10% of the principal amount of the Series 2022B Bonds (the “Reserve Requirement”). See “SOURCES AND USES OF FUNDS.” The Trustee may establish additional accounts in the Reserve Fund in connection with the issuance of Additional Bonds, if any. All moneys in the Reserve Fund and accounts therein shall be used and withdrawn by the Trustee solely for the purpose of funding the Interest Fund or the Principal Fund, in that order, in the event of any deficiency in either of such accounts on an Interest Payment Date. Moneys, if any, on deposit in the Reserve Fund (or the applicable account therein) shall be withdrawn and applied by the Trustee for the final payment or payments of principal of and interest on the Series 2022B Bonds or any Additional Bonds secured by the applicable account therein, respectively. The Trustee shall compute the Reserve Requirement annually on or before November 1. In no event shall amounts in the Series 2022B Bonds Account of the Reserve Fund be applied to payment of any Additional Bonds other than Series 2022B Bonds. Except as provided above, the amount on deposit in each account of the Reserve Fund shall be maintained at the Reserve Fund Requirement for each applicable series of Bonds at all times prior to the payment of the applicable series of Bonds in full. If there shall then not be sufficient Revenues to transfer an amount sufficient to maintain the Reserve Fund Requirement on deposit in the Reserve Fund, the Authority shall be obligated to continue making transfers to the Trustee as Revenues become available until there is an amount sufficient to maintain the Reserve Fund Requirement on deposit in the Reserve Fund. No such transfer and deposit need be made to the Reserve Fund so long as there shall be on deposit therein a sum at least equal to the Reserve Fund Requirement. All money in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Fund and the Principal Fund, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the City and Authority are not in default hereunder, any amount in the Reserve Fund or subaccount thereof in excess of the applicable Reserve Fund Requirement shall be withdrawn from the applicable Reserve Fund semiannually on or before two (2) Business Days preceding each May 1 and November 1 by the Trustee and deposited in the Interest Fund. On the Business Day preceding the final Interest Payment Date for a series of Bonds (or multiple series of Bonds issued under a Supplemental Indenture), all amounts held in the applicable account of the Reserve Fund shall be withdrawn from the Reserve Fund, or such applicable account of the Reserve Fund and shall be transferred to the Interest Fund and the Principal Fund, in such order, to the extent required to make the deposits then required to be made pursuant to this Section 5.02(a) and 5.02(b). The City shall have the right at any time to direct the Trustee to release funds from the an account of the Reserve Fund, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Fund Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Fund Credit Instrument will cause interest on the Bonds the interest on which is excluded from gross income of the owners thereof for federal income tax purposes to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the

Page 279 of 511 ends

-24-
Trustee, and upon delivery by the City to the Trustee of written calculation of the amount permitted to be released from the applicable account of the Reserve Fund (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from applicable account of the Reserve Fund to the City to be applied in accordance with applicable law. The Trustee shall comply with the terms of any such Qualified Reserve Fund Credit Instrument delivered to and accepted by it, as may be applicable to it and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this section. Upon the expiration of any Qualified Reserve Fund Credit Instrument, the City shall either (i) replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount of funds equal to the applicable Reserve Fund Requirement, to be derived from the first legally available Revenues. If the applicable Reserve Fund Requirement is being maintained partially in cash and partially with a Qualified Reserve Fund Credit Instrument, the cash shall be first used to meet any deficiency which may exist from time to time in the Interest Fund or the Principal Fund for the purpose of making payments required pursuant to the Indenture. If the Reserve Fund Requirement is being maintained with two or more Qualified Reserve Fund Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Fund or the Principal Fund for the purpose of making payments required pursuant to the Indenture shall be pro-rata with respect to each such instrument. See APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—SECURITY FOR THE BONDS; FLOW OF FUNDS—Flow of Funds. Additional Bonds Pursuant to the Indenture, the Authority may issue Additional Bonds payable from the Lease Payments on a parity with the outstanding Bonds upon satisfaction of certain conditions, including, but not limited to, the following: (a) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture, in the Facility Lease and in the Site Lease required to be observed or performed by it; (b) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Indenture, in the Facility Lease and in the Site Lease required to be observed or performed by it; and (c) The Site Lease and the Facility Lease shall have been amended, to the extent necessary, (i) so as to increase the Lease Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Lease Payments, including any increase in the Lease Payments as a result of such amendment, plus Additional Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City); and (ii) to include provisions for the prepayment of Lease Payments attributable to such Additional Bonds. Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in the Indenture, no such issuance may occur if (1) an event of default (within the meaning of the Facility

Page 280 of 511 ends

-25-
Lease) (or any event which, once all notice or grace periods have passed, would constitute such event of default) exists unless such event of default shall be cured upon such execution or issuance or (2) the Reserve Fund is not fully funded at the Reserve Requirement. See APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—ISSUANCE OF BONDS; APPLICATION OF PROCEEDS—Conditions for the Issuance of Additional Bonds and APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—ISSUANCE OF BONDS; APPLICATION OF PROCEEDS —Procedure for the Issuance of Additional Bonds. Nothing in the Indenture prohibits the City or the Authority from incurring additional debt or other obligations not secured by the Lease Payments but see “CITY FINANCIAL INFORMATION— Impact of Enterprise Operations on the City’s General Fund” and “RISK FACTORS— Impact of Enterprise Operations on the City’s General Fund.” Insurance General. The Facility Lease requires that the City maintain certain insurance coverages on the Property for loss due to property damage, title defect, loss of use and other liability as described below. Under the Facility Lease, the City may self-insure for the coverages required under the captions “Property Insurance,” “General Liability Insurance,” and “Workers’ Compensation Insurance.” The City self-insures up to certain amounts and purchases additional coverage from commercial carriers as described in APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—FACILITY LEASE—FACILITY LEASE. Property Insurance. The Facility Lease requires the City to maintain or cause to be maintained fire, lightning and special extended coverage insurance (which includes coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property, which with respect to any portion of the Property for which initial construction of improvements thereon has not been completed, initially may be in the form of a builder’s risk policy providing coverage in an amount not less than the construction costs expended for such projects and, if no builder’s risk policy is in effect in an amount not less than 100% of the replacement cost of such improvements. Such property insurance required to be maintained pursuant to the Facility Lease may be subject to a deductible in an amount not to exceed $500,000. General Liability Insurance. The Facility Lease requires the City to maintain or cause to be maintained a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $500,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks.

Page 281 of 511 ends

-26-
Rental Interruption Insurance. The Facility Lease requires the City to maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Lease Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards covered by the casualty insurance described above under “— Property Insurance,” in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Lease Payments scheduled to be paid during any Rental Period. The City is not permitted to self-insure its obligation to maintain rental interruption insurance. Workers’ Compensation Insurance. The City is also required to maintain or cause to be maintained workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State to insure employers against liability for compensation under the California Labor Code, or any act enacted as an amendment or supplement thereto or in lieu thereof, such workers’ compensation insurance to cover all persons employed by the City in connection with the Property and to cover full liability for compensation under any such act. Title Insurance. The City shall provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Bonds. Said policy or policies shall insure (a) the fee interest of the City in the Property, (b) the Authority’s Site Leasehold estate in the Property under the Site Lease, and (c) the City’s leasehold estate under the Lease in the Property, subject only to Permitted Encumbrances. All Net Insurance Proceeds received under said policy or policies shall be deposited with the Trustee and applied as provided in the Indenture. So long as any of the Bonds remain Outstanding, each policy of title insurance obtained pursuant to the Indenture or the Facility Lease or required thereby shall provide that all proceeds thereunder shall be payable to the Trustee for the benefit of the Bond Owners. See APPENDIX B—SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE FACILITY LEASE—INSURANCE. Sublease and Sublease Payments The City and Topgolf Montebello will enter into the Sublease with an initial term that is coterminous with the term of the Facility Lease and may thereafter be extended or terminated upon agreement of the parties thereto. Under the Sublease, Topgolf Montebello’s general roles and responsibilities include, without limitation: (1) actively overseeing, participating in, consulting with the City and other interested or contracted parties on all aspects of the design and construction of the Project; and (2) providing professional and proprietary consulting and construction management services in connection with the design and construction of the Project. Under the Sublease Agreement, Topgolf Montebello is obligated to make sublease payments to the City (the “Sublease Payments”) in an amount equal to (a) the Lease Payments which the City is obligated to pay under the Facility Lease (“Improvement Rent”), plus (b) and a gradually increasing amount equal to the fair market lease value of the Site in its unimproved condition (“Base Rent”). The Base Rent portion of the Sublease Payments may be used by the City for any legal purpose. In the event the City’s obligation to make Lease Payments under the Facility Lease is abated, the obligation of Topgolf Montebello to make the Improvement Rent portion of the Sublease Payments will also be abated.

Page 282 of 511 ends

-27-
Each Sublease Payment will be deposited with the Trustee no later than 90 days preceding each Interest Payment Date. All Sublease Payments will be paid directly by Topgolf Montebello to the Trustee, and if received by the Authority at any time will be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Sublease Payments received by the Trustee will be deposited by the Trustee in the Lease Payment Fund and will credit the City’s obligation to make Lease Payments to the extent such Sublease Payments are received by the Trustee. Pursuant to the Indenture, on the Business Day immediately preceding each Interest Payment Date and on the Business Day immediately preceding each Principal Payment Date, the Trustee will transfer amounts in the Lease Payment Fund as are necessary to the Interest Fund and the Principal Fund to provide for the payment of and the interest on and principal of the Series 2022B Bonds. WHILE IT IS ANTICIPATED TOPGOLF MONTEBELLO WILL MAKE SUBLEASE PAYMENTS TO THE CITY THAT WILL BE SUFFICIENT TO PAY DEBT SERVICE ON THE SERIES 2022B BONDS, THE OBLIGATION TO REPAY THE SERIES 2022B BONDS RESTS WITH THE CITY. PAYMENTS FROM TOPGOLF MONTEBELLO OR FROM TOPGOLF INTERNATIONAL ARE NOT PLEDGED TO SERIES 2022B BONDHOLDERS. THE SERIES 2022B BONDS ARE SECURED SOLELY BY REVENUES AND OTHER FUNDS PLEDGED UNDER THE INDENTURE. Should both Topgolf Montebello and Topgolf International fail to make payments under the Sublease and the Guaranty, respectively, the City will be obligated under the Lease Agreement to make the Lease Payments from any legally available funds of the City. Payment of the Lease Payments in whole or in part from the City’s General Fund would be a significant negative impact on the City’s General Fund. For additional discussion, see RISK FACTORS – “Ability of the City’s General Fund to Make Lease Payments” herein. The entire Sublease is attached to this Official Statement. APPENDIX C—SUBLEASE. The Guaranty Under the Guaranty, Topgolf International covenants and agrees with the City that if an event of default shall at any time occur in the payment of any sums due under the Sublease by Topgolf Montebello, Topgolf International shall and will forthwith upon demand pay such sums and any arrears thereof, to the City in legal currency of the United States of America for payment of public and private debts, and take all other actions necessary to cure such event of default and perform such obligations of Topgolf Montebello. Topgolf International's liability under the Guaranty shall continue until all Series 2022B Bonds remain outstanding. If all or any portion of Topgolf Montebello’s obligations under the Sublease is paid or performed by Topgolf Montebello, the obligations of Topgolf International under the Guaranty shall continue and remain in full force and effect in the event that all or any part of such payment(s) or performance(s) is avoided or recovered directly or indirectly from the City as a preference, fraudulent transfer or otherwise. THE AUTHORITY The Authority is a joint exercise of powers entity organized and existing under and by virtue of the Joint Powers Act. The City and the Community Redevelopment Agency of the City of Montebello formed the Authority by the execution of a joint exercise of powers agreement on September 2, 1997. In July 2014,

Page 283 of 511 ends

-28-
the Parking Authority of the City of Montebello replaced the Successor Agency to the Former Redevelopment Agency (as successor to the Community Redevelopment Agency of the City of Montebello) as a member of the Authority. Pursuant to the Joint Powers Act, the Authority is authorized to issue bonds to provide funds to acquire or construct public capital improvements, such revenue bonds to be repaid from the lease payments for such improvements, such as the lease payments described herein. The members of the City Council of the City comprise the Authority’s Board of Directors. THE CITY The City is situated in the eastern portion of the County. The City encompasses 8.2 square miles and is located 9 miles east of downtown Los Angeles. The City has access to three freeways: the San Gabriel River Freeway (Interstate Highway 605) to the east, the Santa Ana Freeway (Interstate 5) to the south and the Pomona Freeway (State Highway 60) to the north. The City is a balanced community with light industry, residential areas and commercial centers. The City is bordered to the north by the cities of Monterey Park and Rosemead, to the east by the City of Pico Rivera and to the west by the City of Commerce. Other surrounding cities include the cities of Bell Gardens, Whittier, South El Monte and Los Angeles. The City was incorporated as a general law city in 1920. The City operates under the Council-Manager form of government. The five City Council members are elected on alternate slates every two years to four-year terms. The Mayor and the Mayor Pro Tem are selected by the City Council to serve one-year terms. The City Clerk and City Treasurer are also elected to four-year terms. The City Manager and City Attorney are appointed by the City Council. The population of the City was estimated to be 61,622 as of January 1, 2022. The current members of the City Council are as follows: Name and Office Current Term Expires Kimberly Ann Cobos-Cawthorne, Mayor December, 2022 Angie M. Jimenez, Mayor Pro Tem December, 2022 Salvador Melendez, Councilmember December, 2022 Scarlet Peralta, Councilmember December, 2024 David N. Torres, Councilmember December, 2024 City’s Transition to District-Based Elections. The City is in the process of transitioning from at-large elections to district-based elections for its council seats. In a “by-district” election system, each Councilmember would represent a specific section of the City and be elected only by those who live in that defined district. On November 8, 2022, the voters of the City will elect five new councilmembers by district. The five new councilmembers will join the two existing at-large councilmembers to create a seven-member council. The City will temporarily retain the two at-large council seats until the expiration of their terms in 2024, at which point the City will have a five-member council elected entirely by district.

Page 284 of 511 ends

-29-
The following map shows the locations of the five council member districts within the City. CITY OF MONTEBELLO COUNCIL MEMBER DISTRICT MAP (Effective beginning November 8, 2022) Source: City of Montebello Current members of the Council and key administrative personnel of the City are listed at the front of this Official Statement. See APPENDIX A—GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY AND THE COUNTY for an additional description of the City as well as certain demographic and statistical information. CITY FINANCIAL INFORMATION Financial Statements and Budgetary Process The City’s accounting policies conform to generally accepted accounting principles. The audited financial statements also conform to the principles and standards for public financial reporting established by the Governmental Accounting Standards Board. Basis of Accounting and Financial Statement Presentation. The government-wide financial statements are reported using the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met.

Page 285 of 511 ends

-30-
Governmental fund financial statements are reported using the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due. Audited Financial Statements. The City retained Vasquez & Company LLP, Glendale, California, California (the “City’s Auditor”), to examine the general-purpose financial statements of the City as of and for the year ended June 30, 2021. The audited financial statements for fiscal year ended June 30, 2021, are included in APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021. The City has not requested, and the City’s Auditor has not provided, any review or update of such financial statements in connection with their inclusion in this Official Statement. Budget Process. The City Council adopts an annual budget with appropriations for all City funds prior to the beginning of the fiscal year, which begins on July 1 of each year. The City Council has the legal authority to amend the budget at any time during the fiscal year. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the appropriated budget approved by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) for the City’s operating budget is at the fund level. For the operating budget, the City Manager has the authority to move appropriations between accounts (without dollar limitation) within a budget program and within the same fund. All other appropriation changes require the approval of the City Council. Certain of the City’s revenues are collected and dispersed by the State (such as sales tax and motor-vehicle license fees) or allocated in accordance with State law (most importantly, property taxes). Therefore, State budget decisions can have an impact on City finances. See “STATE BUDGET INFORMATION.”

Page 286 of 511 ends

-31-
General Fund Balance Sheet The following table shows the City’s audited General Fund balance sheets for the five most recent fiscal years. Table 2 CITY OF MONTEBELLO GENERAL FUND BALANCE SHEET Fiscal Years 2016-17 through 2020-21 Fiscal Year ending June 30, 2017 2018 2019 2020 2021 Audited Audited Audited Audited Audited ASSETS Cash and investments $ 6,799,980 $ 12,191,403 $ 17,213,492 $ 5,413,580 $ 9,349,552 Restricted cash and investments 4,666,731 4,666,731 4,837,801 4,666,731 1,921,304 Interest receivable 56,420 132,932 212,495 141,462 41,022 Accounts receivable 1,142,552 1,389,708 2,551,939 2,071,906 2,349,066 Taxes receivable 2,644,616 2,501,514 2,617,772 2,300,549 5,174,071 Due from other funds 2,503,001 2,794,623 2,000,017 2,853,153 8,622,169(1) Advances to other funds — — — 2,300,000 — Due from Successor Agency 3,517 34,241 29,243 23,981 — Prepaid Expenses 171,468 174,398 141,044 129,447 106,416 Due from Agency Fund — — — 23 9,467 Investment in land held for resale 1,208,814 1,208,814 682,538 682,538 682,538 Total Assets 19,197,099 25,093,824 30,286,341 20,583,370 28,255,605 LIABILITIES Accounts payable and accrued liabilities 3,126,571 2,649,448 3,931,905 3,684,083 3,490,270 Deposits payable 5,000 5,000 — — — Due to Agency Fund — — — 865 865 Due to other funds 11,880 — 331,803 4,100 1,475,000 Unearned revenue 2,010,763 5,101,575 5,818,454 7,446,768 15,704,325(2) Total Liabilities 5,154,214 7,756,023 10,082,162 11,135,816 20,670,460 FUND BALANCES Non-spendable 1,380,282 1,383,212 823,582 811,985 788,954 Restricted 4,666,731 4,666,731 4,837,801 4,666,731 1,921,304 Unassigned 7,995,872 11,287,858 14,542,796 3,968,838 4,874,887 Total Fund Balances 14,042,885 17,337,801 20,204,179 9,447,554 7,585,145 Total Liabilities and Fund Balances 19,197,099 25,093,824 30,286,341 20,583,370 28,255,605 Sources: City of Montebello Annual Comprehensive Financial Reports for Fiscal Years 2016-17 through 2020-21. (1) Fiscal year 2020-21 amounts due from other funds include reimbursements to the General Fund from other funds related to construction projects at the City’s two hotel properties not otherwise present in prior years. (2) Fiscal year 2020-21 unearned revenues total includes Coronavirus State and Local Fiscal Recovery Funds received by the City under the American Rescue Plan Act not otherwise included in prior years.

Page 287 of 511 ends

-32-
General Fund Revenues, Expenditures, and Changes in Fund Balances 5-Year Audited Historical Results. The following table shows five years of the City’s historical audited results for its General Fund revenues, expenditures, and changes in fund balances for fiscal years 2016-17 through 2020-21. Table 3A CITY OF MONTEBELLO HISTORIAL GENERAL FUND REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES Fiscal Years 2016-17 through 2020-21 Fiscal Year Ended June 30, 2017 2018 2019 2020 2021 Audited Audited Audited Audited Audited REVENUES Sales taxes (1) $13,267,373 $13,118,981 $14,031,972 $12,817,884 $22,270,247 Property taxes (4) 5,094,185 5,208,975 5,676,411 5,801,965 13,714,565 Other taxes 553,462 585,960 614,485 533,005 476,959 Franchise taxes 1,493,956 2,141,450 2,224,087 2,199,915 2,316,250 Licenses and permits 4,374,761 4,452,210 6,220,483 4,790,211 5,769,474 Fines and forfeitures 2,251,384 2,185,022 2,165,922 2,186,401 2,312,454 Investment Income 29,419 74,742 162,487 136,766 77,455 Intergovernmental (4) 5,950,400 6,157,030 6,526,569 6,909,563 1,096,273 Charges for services 6,382,058 6,438,100 6,657,594 6,053,109 6,317,440 Other revenues 959,391 1,153,423 728,696 489,655 1,762,641 Total Revenues 40,356,389 41,515,893 45,008,706 41,918,474 56,113,758 EXPENDITURES Current: General government 4,869,177 4,976,497 5,873,687 6,337,460 8,335,363 Public safety 31,438,293 31,487,454 29,433,153 32,503,951 32,641,866 Public works 6,812,050 6,778,314 6,639,299 7,395,769 10,635,745 Parks and recreation 3,658,338 3,813,599 3,827,559 4,388,956 4,360,265 Housing and community development 2,058,623 2,006,274 2,209,566 2,370,573 1,752,077 Capital outlay 183,834 265,903 2,052,865 3,559,591 9,014,007 Interfund charges 130,090 (231,650) (366,046) (361,160) (536,079) Debt service – Principal - - - 954,331 656,625 Debt service – Interest - - - - - Total Expenditures 49,150,405 49,096,391 46,670,083 57,149,471 66,859,869 REVENUES OVER EXPENDITURES (8,794,016) (7,580,498) (4,661,377) (15,230,997) (10,746,111) OTHER FINANCING SOURCES/(USES) Other Revenues 4,666,731 - 1,547,962 815,153 - Transfers in (2) 9,978,439 12,257,329 6,758,437 4,416,662 3,570,002 Transfers out (3) (1,255,867) (1,381,915) (778,644) (757,443) (471,300) Issuance of Debt (5) - - - - 5,785,000 Total Other Financing Sources 13,389,303 10,875,414 7,527,755 4,474,372 8,883,702 NET CHANGE IN FUND BALANCES (6) 4,595,287 3,294,916 2,866,378 (10,756,625) (1,862,409) FUND BALANCES – BEGINNING OF YEAR 9,447,598 14,042,885 17,337,801 20,204,179 9,447,554 FUND BALANCES – END OF YEAR 14,042,885 17,337,801 20,204,179 9,447,554 7,585,145 Source: City of Montebello Annual Comprehensive Financial Report for Fiscal Years 2016-17 through 2020-21. (1) General fund sales tax collections for FY2020-21 and future years include amounts from Measure H, a voter-approved 0.75% sales tax that began collections on July 1, 2020. For additional discussion, see “Sales Taxes.” (2) Transfers in are mainly reimbursements for retirement-related pension costs from the Retirement Fund. The Retirement Fund receives monies from a Property Tax Override approved by the voters of the City to pay for retirement-related pension costs. The amount of transfer-in to the General Fund from Retirement Fund for the fiscal years beginning in 2019-20 are lower than prior years due to an accounting change of the unfunded liability payment which was previously charged to each department budget but is now charged directly to the Retirement Fund. For additional discussion, see “OTHER FINANCIAL INFORMATION – Employee Retirement Plans.” (3) Transfers out are mainly to the Golf Enterprise Fund. For additional discussion, see “OTHER FINANCIAL INFORMATION – Impact of Enterprise Operations on the City’s General Fund.” (4) Beginning in FY2020-21 property tax revenues include amounts in-lieu of VLF accounted for as intergovernmental revenues in prior years. (5) Represents the proceeds of a capital lease with ABM Building Solutions to finance a citywide energy efficiency upgrade project. For additional discussion, see APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021 – Note 8E. (6) Negative changes in fund balances in FY2019-20 and FY2021-22 are a result of impacts to revenue sources caused primarily by the COVID-19 Pandemic, increases in expenses related to the COVID-19 Pandemic, and one-time spending on deferred maintenance and improvements to City facilities.

Page 288 of 511 ends

-33-
Fiscal Year 2021-22 and 2022-23 Projections. Table 3B below shows the City’s fiscal year 2021-22 projected actuals and 2022-23 budgeted projections for the City’s General Fund revenues, expenditures, and changes in fund balances. Fiscal year 2021-22 data are full-year projections provided by the City’s finance department based on actual results through the end of the 3rd quarter of that fiscal year. The City expects its audited fiscal year 2021-22 financial statements to be completed on or about January of 2023. Fiscal year 2022-23 data are from City’s General Fund Budget for fiscal year 2022-23, adopted on June 8, 2022. Categories of expenditures and transfers in Table 3B below are those used by the City for its internal accounting and may not in all cases match those related categories of expenditures and transfers sourced from the City’s Annual Comprehensive Financial Reports and presented in Tables 3A and 4.

Page 289 of 511 ends

-34-
Table 3B CITY OF MONTEBELLO CURRENT AND PROJECTED GENERAL FUND REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES Fiscal Years 2021-22 and 2022-23 Fiscal Year Ended June 30, 2022 2023 Projected (1) Budgeted (2) REVENUES Sales taxes $24,726,000 $25,126,900 Property taxes 14,314,900 14,875,000 Other taxes 700,000 625,000 Franchise taxes 2,396,985 2,445,000 Licenses and permits 7,704,500 6,468,000 Fines and forfeitures 2,660,000 2,920,000 Investment Income 345,500 274,000 Intergovernmental 22,800 12,000 Charges for services 8,019,150 7,945,800 Other revenues 780,425 982,000 Total Revenues 61,670,260 61,673,700 EXPENDITURES Administration 2,624,811 2,736,200 Community Development 2,595,248 2,602,450 Finance 2,616,072 2,648,900 Fire 15,547,246 16,887,400 Human Resources/Information Technology 1,994,670 2,298,300 Non-Departmental 4,578,582 3,158,500 Parks & Recreation 5,757,953 3,140,600 Police 19,299,555 19,611,000 Public Works 11,648,811 14,906,750 Total Expenditures 66,662,949 67,990,100 REVENUES OVER/(UNDER) EXPENDITURES (4,992,689) (6,316,400) OTHER FINANCING SOURCES/(USES) Administrative Overhead 2,839,200 2,912,100 Transfers in (4) 3,900,000 4,100,000 Transfers out (471,300)(5) - Total Other Financing Sources 6,739,200 7,012,100 NET CHANGE IN FUND BALANCES 1,275,211 695,700 FUND BALANCES – BEGINNING OF YEAR (3) 7,585,145 8,860,356 FUND BALANCES – END OF YEAR (3) 8,860,356 9,556,056 Source: City of Montebello Finance Department for Fiscal Year 2021-22 data and City of Montebello Fiscal Year 2022-23 Budget, adopted June 8, 2022. (1) FY2021-22 data are full-year projections provided by the City’s finance department based on actual results through the 3rd quarter. (2) FY2022-23 data is from the City’s FY2022-23 Budget, adopted June 8, 2022. (3) Fund balances in Table 3B do not include $6.3 million in Coronavirus State and Local Fiscal Recovery Funds received by the City under the American Rescue Plan Act and applied to the General Fund in FY2021-22 to reimburse the City for revenue losses during the COVID-19 Pandemic. (4) Transfers in are mainly reimbursements to the General Fund for retirement-related expenses from the Retirement Fund. For additional discussion, see “OTHER FINANCIAL INFORMATION – Employee Retirement Plans.” (5) Projected based on prior year transfer from the General Fund to the Golf Course Fund.

Page 290 of 511 ends

-35-
General Fund Budget to Actuals Comparison The following table shows the City’s General Fund budget figures for fiscal year 2019-20 and 2020-21, including a comparison of the City’s initial budget, final budget, audited actuals for each year. Table 4 CITY OF MONTEBELLO GENERAL FUND BUDGET TO ACTUALS COMPARISON Fiscal Years 2019-20 and 2020-21 Fiscal Year Ended June 30, 2020 Fiscal Year Ended June 30, 2021 Adopted Budget Final Budget Audited Actuals Adopted Budget Final Budget Audited Actuals REVENUES Sales taxes $ 13,146,732 $ 13,146,732 $ 12,817,884 $ 18,241,000 $ 18,241,000 $ 22,270,247 Property taxes 5,967,797 5,967,797 5,801,965 13,026,000 13,026,000 13,714,565 Other taxes 658,201 658,201 533,005 599,000 599,000 476,959 Franchise taxes 2,315,184 2,315,184 2,199,915 2,272,000 2,272,000 2,316,250 Licenses and permits 5,137,999 5,137,999 4,790,211 4,872,800 4,872,800 5,769,474 Fines and forfeitures 2,023,693 2,023,693 2,186,401 2,600,000 2,600,000 2,312,454 Investment Income 179,506 179,506 136,766 150,000 150,000 77,455 Intergovernmental 6,784,372 6,784,372 6,909,563 5,500 790,100 1,096,273 Charges for services 6,914,613 6,914,613 6,053,109 7,200,300 7,200,300 6,317,440 Other revenues 223,200 223,200 489,655 384,000 384,000 1,762,641 Total Revenues 43,351,297 43,351,297 41,918,474 49,370,600 50,155,200 56,113,758 EXPENDITURES Current: General government 5,903,732 6,177,604 6,337,460 6,474,700 7,667,950 8,335,363 Public safety 29,971,059 29,981,264 32,503,951 31,921,200 32,074,821 32,641,866 Public works 7,374,648 8,081,909 7,395,769 8,877,600 9,320,387 10,635,745 Parks and recreation 4,856,969 4,655,852 4,388,956 3,870,800 4,152,215 4,360,265 Housing and community development 2,548,964 3,008,451 2,370,573 2,140,800 2,196,847 1,752,077 Capital outlay 115,536 4,709,189 3,559,591 262,900 4,081,050 9,014,007 Interfund charges (3,620,099) (3,620,099) (361,160) (521,500) (521,500) (536,079) Debt service – Principal 945,640 994,128 954,331 624,100 624,100 656,625 Debt service – Interest - - - - - - Total Expenditures 48,096,449 53,988,298 57,149,471 53,650,600 59,595,870 66,859,869 REVENUES OVER EXPENDITURES (4,745,152) (10,637,001) (15,230,997) (4,280,000) (9,440,670) (10,746,111) OTHER FINANCING SOURCES/(USES) Other Revenues - - 815,153 - - - Transfers in 5,888,806 5,888,806 4,416,662 4,300,000 4,300,000 3,570,002 Transfers out (956,170) (956,170) (757,443) - - (471,300) Issuance of Debt - - - - - 5,785,000 Total Other Financing Sources 4,932,636 4,932,636 4,474,372 4,300,000 4,300,000 8,883,702 NET CHANGE IN FUND BALANCES 187,484 (5,704,365) (10,756,625) 20,000 (5,140,670) (1,862,409) FUND BALANCES – BEGINNING OF YEAR 20,204,179 9,447,554 FUND BALANCES – END OF YEAR 9,447,554 7,585,145 Source: City of Montebello Annual Comprehensive Financial Reports for Fiscal Year 2019-20 and Fiscal Year 2020-21. City Financial Management The City Council has adopted a comprehensive set of financial management policies to provide for the prudent investment of City funds and management of debt. The City’s practice is to incur debt only after deliberation over the effect of such debt on the City’s General Fund and other resources of the City, and in those circumstances where the use of debt would be appropriate to the scale and economic life of the asset being financed and the accumulation or availability of reserves to fund the capital requirement.

Page 291 of 511 ends

-36-
Reserve Policies. The City adopted General Fund reserve policies to provide guidance on maintaining reasonable levels of reserves in the City’s General Fund in accordance with Governmental Accounting Standards Board (GASB) Statement No. 54. The City’s current General Fund reserve policy was first adopted in June, 2020, and has been updated annually as part of the City’s budget process. The City’s General Fund reserve policy provides a comprehensive protocol on what is legally deemed the unrestricted (or spendable) portion of the General Fund balance, and the order in which the classifications are spent. The unrestricted portion of the fund balance is comprised of the General Fund’s resources classified as “Committed,” “Assigned,” or “Unassigned.” The City’s current General Fund reserve policies establish: • a Commitment for Economic Uncertainties equal to an amount calculated as twenty-five percent (25%) of the General Fund’s annual operating revenues, • a Commitment for Unfunded Liabilities equal to an amount calculated as five percent (5%) of the General Fund’s annual operating revenues, • an assignment for equipment and/or technology replacement and upgrade needs will be made that is equal to five (5%) of the General Fund’s annual operating revenues, • an assignment will be made that is equal to five percent (5%) of the General Fund’s annual operating revenues for the purposes of providing funding for any unfunded, unprogrammed or otherwise un-planned capital improvement projects that required a General Fund funding component, • an assignment will be made that is equal to $1,000,000 for the purpose of providing funding for deferred maintenance on the City’s building assets (i.e., City Hall, community centers), sports fields and other related infrastructure items, • an assignment will be made that is equal to $500,000 and is intended to meet the City’s “self-insured retention” for various insurance needs, and • an assignment will be made equal to $1,000,000 to fund economic development sustainability efforts within the City of Montebello. When either Committed or Assigned funds are utilized for their specific, intended purposes, or the levels fall below the policy levels as described and set forth herein, the City Council will develop a reserve replenishment plan to return the various reserves to their policy levels. Investment Policy. The investment of funds of the City (except pension and retirement funds) is made in accordance with the City’s Investment Policy, most recently approved on June 8, 2022 (the “Investment Policy”), and Section 53601 et seq. of the California Government Code. The Investment Policy is subject to revision at any time and is reviewed at least annually to ensure compliance with the stated objectives of safety, liquidity, yield, and current laws and financial trends. All amounts held under the Indenture are invested at the direction of the City in Investment Securities, as defined in the Indenture, and are subject to certain limitations contained therein. Debt Management Policy. In accordance with Section 8855(i) of the California Government Code the City adopted a debt management policy on September 25, 2019, to establish conditions for the use of debt; to ensure that debt capacity and affordability are adequately considered; to minimize the City’s interest and issuance costs; to maintain the highest possible credit rating; to provide complete financial disclosure and reporting; and to maintain financial flexibility for the City. Capital Improvement Program. The City’s capital improvement program (the “CIP”) is approved by City Council annually and throughout the year as needed. Capital assets (including infrastructure) are

Page 292 of 511 ends

-37-
recorded at cost where historical records are available and at an estimated original cost where no historical records exist. Contributed capital assets are valued at their estimated fair market value at the date of contribution. Generally, capital asset purchases more than $5,000 are capitalized if they have an expected useful life of one year or more. The current CIP for fiscal year 2022-23 is $18.68 million, to be funded from available funding sources, including restricted sales tax funds, gas tax funds, and other State and County sources. Pension Funding Policy. On May 13, 2020, the City Council adopted a pension funding policy. The pension funding policy documents the method the City will use to determine its actuarially determined contributions to fund the long-term cost of benefits to the plan participants and annuitants. State Audit In October of 2017, the City received a letter from the California State Auditor (the “State Auditor”) under the “High-Risk Local Government Agency Audit Program,” authorized under Section 8546.10 of the Government Code of the State. The Local High-Risk Agency Audit Program authorizes the State Auditor to use publicly available financial information to identify and audit local government agencies that are at high risk for potential waste, fraud, abuse, or mismanagement, or that have major challenges associated with their economy, efficiency, or effectiveness. Local agencies identified by the State Auditor as “high-risk” because of their audit must submit a corrective action plan and must then provide written updates every six months thereafter regarding its progress in implementing the corrective action plan. Once satisfactory corrective action has been taken the State Auditor will remove the “high-risk” designation. The State Auditor currently identifies the City as a “moderate risk.” The State Auditor released its audit report 2018-802 regarding the City (the “2018 State Audit Report”) on December 11, 2018. In releasing the 2018 State Audit Report, the State Auditor concluded that the City was a high‑risk city because of its significant financial and organizational risks. The State Auditor found, for much of the prior decade, the City struggled to generate sufficient revenues to meet its expenses and as a result, suffered from a structural deficit. Further, the City relied on one‑time revenues to balance its budget and its plans to increase revenues and decrease expenditures were not adequate to eliminate its structural deficit. Additionally, the State Auditor identified the City’s enterprise activities, including the operation of a municipal golf course, water utility, and two hotels, as posing a significant financial risk to the City’s General Fund. To address the identified risk factors, the State Auditor developed recommendations for the city to implement, such as exploring alternate uses for its golf course and recommended that the City amend its municipal code to require competitive bidding for most procurements to ensure that Montebello obtains the best value from the services it received. On November 15, 2018, the City responded to the draft 2018 State Audit Report. The City’s concerns and disagreements with the 2018 State Audit Report are discussed therein and should be read together with the State Audit Report. In summary, the City largely agreed with the conclusions reached in the State Audit report and acknowledged that while it has already taken steps towards improving its fiscal and operational efficiencies, there are remaining areas the City still needs to address. Since the publication of the 2018 State Audit Report the City has put into place numerous new procedures and policies directly aimed at responding to the audit reports’ various recommendations. The City’s municipal code chapters dealing with purchasing and procurement were first updated in March 2019,

Page 293 of 511 ends

-38-
and citywide purchasing training has been conducted on numerous occasions since 2019. Several new administrative policies were developed that addressed the areas of weakness identified by the State Auditor (i.e., petty cash, credit cards, hotel financial reporting, etc.), while other existing policies were updated to incorporate recommendations from the audit reports. As required, City staff has provided status reports to the City Council at regular meetings, which are then forwarded to the State Auditor to show the City’s progress towards meeting the audit report recommendations. City Staff has been in regular contact with State Auditor staff and provides updates on the City’s progress in addressing the recommendations and findings. 2021 Follow-Up Report. On October 14, 2021, the State Auditor published follow up report No. 2021-807 (the “2021 State Audit Report Update”) addressing the City’s efforts to respond to the issues raised in the original 2018 State Audit Report. The State Auditor noted that the City has attempted to improve its operations in multiple areas such as by updating competitive bidding requirements in its municipal code, resolving concerns about the City’s retirement system costs, and improving its golf course operations. The State Auditor did continue to raise concerns about the City’s procurement processes, adherence to competitive bidding and public notice requirements, petty cash and credit card policies, and other related issues. The City responded to the 2021 State Audit Report Update with its own letter to the State Auditor, dated September 27, 2021. In the City’s response letter, the City disagreed with the State Auditor on certain facts, assumptions, and conclusions in the 2021 State Audit Report Update. City staff drew particular attention to the City’s improving General Fund health, its issuance of pension obligation bonds to pay down its unfunded accrued pension liability, its oversight of the City-owned hotels, and publication of new and updated financial policies. Auditor’s Report on Internal Control Over Compliance. As part of the City’s fiscal year 2020-21 audit process, the City’s Auditor reviewed the City’s internal control over financial reporting for the purposes of expressing an opinion on the City’s financial statements. During the fiscal year 2020-21 audit process the City’s Auditor identified a certain deficiency in internal control regarding the City’s hotel enterprise funds that the City’s Auditor considered to be a significant deficiency. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. The City’s Auditor reported delays in obtaining supporting documents and agreements and that certain balances in the City’s enterprise funds for the City’s hotel enterprises were unreconcilable with the general ledger for those accounts. The City’s Auditor recommended that the City establish checklists and procedures, and that the City strictly implement proper reconciliation and closing procedures over the hotels’ accounting operations and assign responsibility for completing the procedures to specific personnel. The City indicated to the Auditor that it intends to fully adopt the Auditor’s recommendations. The City remains committed to implementing recommendations from the 2018 State Audit Report, the 2021 State Audit Report Update, and the City Auditor’s Report on Internal Control Over Compliance to satisfy the State Auditor, the City’s Auditor, and formally remove the City from the State Auditor’s high-risk category. City staff will continue to study and implement improvements to its organizational management and internal controls to that effect.

Page 294 of 511 ends

-39-
Both the 2018 State Audit Report and the 2021 State Audit Report Update, together with the City’s letters in response thereto, can be found on the State Auditor’s website. The City’s progress report updates to the City Council can be viewed on the City’s website. Additional discussion of the 2018 State Audit Report and 2021 State Audit Report Update can be found in the City’s Annual Comprehensive Financial Report, included as APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021. The progress reports and other information presented on the City’s website are not incorporated by reference as part of this Official Statement. Any failure of the City to meet its financial obligations could have a material adverse impact on the value of the Series 2022B Bonds. See also “RISK FACTORS—Limitations on Remedies Available; Bankruptcy.” Primary Sources of General Fund Revenues The City relies on several sources to balance its General Fund budget. The City’s largest General Fund revenue source is sales and use taxes, which typically account for 40% of the City’s General Fund revenues. The City’s sales tax revenues have increased significantly beginning in fiscal year 2020-21 following the passage of Measure H, a 75-cent transaction and use tax discussed in additional detail below. The second largest General Fund revenue source is property taxes, which typically account for approximately 22% of the City’s General Fund revenues. Charges for services and licenses and permits are the General Fund’s third and fourth largest revenue sources, typically combining for approximately 20% of the City’s General Fund Revenues. Together these four primary sources of General Fund revenues have constituted approximately 80% of the City’s General Fund revenues in recent years. The table below shows the City’s primary General Fund audited revenue sources for the three most recent fiscal years, projected actuals for Fiscal Year 2021-22, and budgeted projections for Fiscal Year 2022-23. Fiscal year 2021-22 data are full-year projections provided by the City’s finance department based on actual results through the end of the 3rd quarter of that fiscal year. The City’s audited financial statements for fiscal year 2021-22 are expected to be available on or about January of 2023. Fiscal year 2022-23 data are from City’s General Fund Budget for fiscal year 2022-23, adopted on June 8, 2022.

Page 295 of 511 ends

-40-
Following the table is a brief discussion of each of the City’s primary sources of General Fund revenues. Table 5 CITY OF MONTEBELLO PRIMARY SOURCES OF GENERAL FUND REVENUES Fiscal Year Ending June 30, 2019 2020 2021 2022 2023 Audited Audited Audited Actuals (1) Budgeted (2) Sales taxes (3) $14,031,972 $12,817,884 $22,270,247 $24,726,000 $25,126,900 Property taxes (4) 5,676,411 5,801,965 13,714,565 14,314,900 14,875,000 Licenses and permits 6,220,483 4,790,211 5,769,474 7,704,500 6,468,000 Charges for services 6,657,594 6,053,109 6,317,440 8,019,150 7,945,800 Total Primary Sources 32,586,460 29,463,169 48,071,726 54,764,550 54,415,700 All Other General Fund Revenues 12,422,246 12,455,305 8,042,032 6,905,710 7,258,000 Total General Fund Revenues $45,008,706 $41,918,474 $56,113,758 $61,670,260 $61,673,700 Source: City of Montebello FY2018-19 through 2020-21 Annual Comprehensive Financial Reports, City of Montebello Finance Department for FY2021-22 data, and the City of Montebello’s FY 2022-23 Budget, adopted June 8, 2022. Note: The amounts of total General Fund revenues in this Table 6 are limited to the General Fund’s operating revenues only and do not include non-operating revenues otherwise available to the General Fund to meet expenses, including transfers in from the Retirement Fund and administrative overhead. (1) FY2021-22 data are full-year projections provided by the City’s finance department based on actual results through the 3rd quarter. (2) FY2022-23 data is from the City’s FY2022-23 Budget, adopted June 8, 2022. (3) Sales tax revenues for FY2020-21 and future years include amounts from Measure H, a voter-approved 0.75% transaction and use tax that began collections on July 1, 2020. For additional discussion, see “Sales Taxes.” (4) Property tax revenues for FY2020-21 and future years include in-lieu of VLF amounts accounted for as intergovernmental revenues in prior years. Sales and Use Taxes. Sales and use taxes are the General Fund’s largest revenue source. The City receives a 1% share of all taxable sales generated within its borders from the State. The City also receives transaction and use taxes from a voter-approved 0.75% sales tax (“Measure H”) on all eligible taxable sales. As Measure H is a general tax, Measure H collections are available to the City’s General Fund for any lawful purpose. Measure H taxes have no expiration date and will be collected indefinitely if not otherwise repealed by the voters of the City. In Fiscal Year 2019-20, sales and use taxes (not including Measure H taxes which began on July 1, 2020) generated approximately $12.8 million and in Fiscal Year 2020-21, sales and use taxes (the first full year of Measure H tax collection) generated approximately $22.3 million. The City has estimated that sales and use tax revenues will generate $24.7 million and has budgeted for $25.1 million in Fiscal Years 2021-22 and 2022-23, respectively. Sales and Use Tax revenues for Fiscal Years 2019-20 through 2022-23 have been impacted by the COVID-19 Pandemic. For additional discussion of the City’s General Fund sales tax revenues and of Measure H, see “Sales and Use Taxes.” Property Taxes. Property taxes are the General Fund’s second largest revenue source. The County levies a tax of 1% on the assessed valuation of property within the County. The City receives a share of this 1% levy on the assessed value of property located within the City limits. In Fiscal Year 2019-20, property taxes generated approximately $12.7 million (including property taxes in-lieu of vehicle license fees). In Fiscal Year 2020-21 property taxes (including property taxes in-lieu of vehicle license fees) generated approximately $13.7 million. The City has estimated that property tax revenues will generate $14.3 million and has budgeted for $14.9 million in Fiscal Years 2021-22 and 2022-23, respectively (including property taxes in-lieu of vehicle license fees). The City’s General Fund property tax revenues have been largely

Page 296 of 511 ends

-41-
unaffected by the COVID-19 Pandemic. See “Property Taxes” below for additional information relating to the property taxes and the assessed valuation of property located in the City. Charges for Services. The City’s charges for services consist of planning services fees and miscellaneous fees for the City’s recreation and community services-related programs. Charges for services are the City’s third largest source of General Fund revenues. In Fiscal Year 2019-20, charges for services generated approximately $6.1 million. In Fiscal Year 2020-21 charges for services generated approximately $6.3 million. The City has estimated that charges for services will generate $8.0 million and has budgeted for $7.9 million in Fiscal Years 2021-22 and 2022-23, respectively. The City’s ability to set fees for services is limited under California law. Generally, a fee may not exceed the estimated reasonable cost of providing the service or product for which the fee is charged, plus overhead. Licenses and Permits. The City’s licenses and permits revenues consist of a business license tax, cannabis operator permits, and various building permits and animal licenses. Licenses and permits are the City’s fourth largest source of General Fund revenues. In Fiscal Year 2019-20, licenses and permits generated approximately $4.8 million. In Fiscal Year 2020-21 licenses and permits generated approximately $5.7 million. The City has estimated that licenses and permits will generate $7.7 million and has budgeted for $6.5 million in Fiscal Years 2021-22 and 2022-23, respectively. While the City’s licenses and permits revenues were affected by reduced business and commercial activities taking place in the City during the COVID-19 Pandemic, the City expects licenses and permits revenues to increase to historical norms as the effects of the COVID-19 Pandemic subside. Property Taxes Under Proposition 13, an amendment to the California Constitution adopted in 1978 that added Article XIIIA of the California Constitution, the county assessor’s valuation of real property is established as shown on the Fiscal Year 1975-76 tax bill, or, thereafter, as the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred. Assessed value of property may be increased annually to reflect inflation at a rate not to exceed 2% per year or reduced to reflect a reduction in the consumer price index or comparable data for the area under taxing jurisdiction or in the event of declining property value caused by substantial damage, destruction, market forces or other factors. As a result of these rules, real property that has been owned by the same taxpayer for many years can have an assessed value that is much lower than that of similar properties more recently sold and may be lower than its own market value. Likewise, changes in ownership of property and reassessment of such property to market value commonly will lead to increases in aggregate assessed value even when the rate of inflation or consumer price index would not permit the full 2% increase on any property that has not changed ownership. Taxes are levied by the County Assessor for each fiscal year on taxable real and personal property which is situated in the County as of the preceding January 1. Real property which changes ownership or is newly constructed is revalued at the time the change in ownership occurs or the new construction is completed. The current year property tax rate will be applied to the reassessment, and the taxes will then be adjusted by a proration factor to reflect the portion of the remaining tax year for which taxes are due. The City receives a share of property tax revenues for real property located within the City but may receive a lower portion of revenues within former redevelopment project areas. State law exempts $7,000 of the assessed valuation of an owner-occupied principal residence. This exemption does not result in any loss of revenue to local agencies since an amount equivalent to the taxes that would have been payable on such exempt values is supplemented by the State.

Page 297 of 511 ends

-42-
For assessment and tax collection purposes, property is classified either as “secured” or “unsecured,” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State-assessed property and property (real or personal) for which there is a lien on real property sufficient, in the opinion of the county assessor, to secure payment of the taxes. All other property is “unsecured,” and is assessed on the “unsecured roll.” Secured property assessed by the SBE is commonly identified for taxation purposes as “utility” property. Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each fiscal year, and if unpaid become delinquent on December 10 and April 10, respectively. A penalty of 10% attaches immediately to any delinquent payment. Property on the secured roll, with respect to which taxes are delinquent, becomes tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of delinquent taxes and the delinquency penalty, plus costs and prepayment penalty of one and one-half percent per month to the time of prepayment. If taxes are unpaid for a period of five years or more, the property is subject to sale by the county treasurer. Property taxes on the unsecured roll are due as of the January 1 lien date and become delinquent, if unpaid, on August 31. A 10% penalty attaches to delinquent unsecured taxes. If unsecured taxes are unpaid at 5 p.m. on October 31, an additional penalty of one and one-half percent per month attaches to such taxes beginning the second month after the delinquent date, and on the first day of each month until paid. A county has four ways of collecting delinquent unsecured personal property taxes: (1) bringing a civil action against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the County Clerk and County Recorder’s office in order to obtain a lien on certain property of the taxpayer; and (4) seizing and selling personal property, improvements, or possessory interests belonging or assessed to the delinquent taxpayer. Assessed Valuation. The assessed valuation of property in the City is established by the County Assessor, except for public utility property which is assessed by the SBE. Assessed valuations are reported at 100% of the “full value” of the property, as defined in Article XIIIA of the California Constitution. Certain classes of property, such as churches, colleges, not-for-profit hospitals and charitable institutions, are exempt from property taxation and do not appear on the tax rolls. No reimbursement is made by the State for such exemptions. Property taxes allocated to the City are collected by the County at the same time and on the same tax rolls as are county and special district taxes. The valuation of secured property by the County Assessor is established as of January 1 and is subsequently equalized in September of each year.

Page 298 of 511 ends

-43-
The table below shows the assessed valuation of taxable property in the City for the ten most recent fiscal years. Table 6 CITY OF MONTEBELLO HISTORIC ASSESSED VALUATIONS Fiscal Years 2012-13 to 2021-22 Fiscal Year Ending Total Assessed % June 30, Local Secured Utility Unsecured Valuation Change 2006 $3,507,904,312 $30,385,099 $170,932,071 $3,709,221,482 n/a 2007 3,848,074,530 21,604,627 178,851,068 4,048,530,225 9.15% 2008 4,167,160,741 26,377,570 213,754,733 4,407,293,044 8.86 2009 4,453,657,847 39,836,244 221,899,005 4,715,393,096 6.99 2010 4,443,483,482 32,218,637 226,508,264 4,702,210,383 (0.28) 2011 4,378,348,647 56,545,427 232,706,940 4,667,601,014 (0.74) 2012 4,463,057,637 56,293,334 235,427,071 4,754,778,042 1.87 2013 4,556,675,666 54,142,738 222,865,075 4,833,683,479 1.66 2014 4,758,858,156 33,444,025 220,730,634 5,013,032,815 3.71 2015 4,928,160,376 41,703,454 228,888,587 5,198,752,417 3.70 2016 5,063,402,936 31,557,094 210,915,229 5,305,875,259 2.06 2017 5,282,681,403 20,057,286 223,110,011 5,525,848,700 4.15 2018 5,468,119,437 20,953,141 221,018,561 5,710,091,139 3.33 2019 5,794,732,247 20,402,706 238,293,460 6,053,428,413 6.01 2020 6,114,345,136 21,715,493 257,035,933 6,393,096,562 5.61 2021 6,420,376,449 21,262,293 271,902,181 6,713,540,923 5.01 2022 6,765,736,018 21,262,292 267,532,770 7,054,531,080 5.08 Source: California Municipal Statistics, Inc. Assessments may be adjusted during the year when real property changes ownership or new construction is completed. Assessments may also be appealed by taxpayers seeking a reduction as a result of economic and other factors beyond the City’s control, such as a general market decline in property values, reclassification of property to a class exempt from taxation, whether by ownership or use (such as exemptions for property owned by State and local agencies and property used for qualified educational, hospital, charitable or religious purposes), or the complete or partial destruction of taxable property caused by natural or manmade disaster, such as earthquake, flood, fire, toxic dumping, etc. When necessitated by changes in assessed value in the course of a year, taxes are pro-rated for each portion of the tax year. Appeals of Assessed Valuation; Blanket Reductions of Assessed Values. There are two basic types of property tax assessment appeals provided for under State law. The first type of appeal, commonly referred to as a base year assessment appeal, involves a dispute on the valuation assigned by the assessor immediately after an instance of a change in ownership or completion of new construction. If the base year value assigned by the assessor is reduced, the valuation of the property cannot increase in subsequent years more than 2% annually unless and until another change in ownership and/or additional new construction activity occurs. The second type of appeal, commonly referred to as a Proposition 8 appeal (which Proposition 8 was approved by the voters in 1978), can result if factors occur causing a decline in the market value of the property to a level below the then current taxable value of the property (escalated base year value). Pursuant to State law, a property owner may apply for a Proposition 8 reduction of the property tax assessment for

Page 299 of 511 ends

-44-
such owner’s property by filing a written application, in the form prescribed by the SBE, with the appropriate county board of equalization or assessment appeals board. A property owner desiring a Proposition 8 reduction of the assessed value of such owner’s property in any one year must apply to the county assessment appeals board (the “Appeals Board”). Following a review of the application by the county assessor’s office, the county assessor may offer to the property owner the opportunity to stipulate to a reduced assessment or may confirm the assessment. If no stipulation is agreed to, and the applicant elects to pursue the appeal, the matter is brought before the Appeals Board (or, in some cases, a hearing examiner) for a hearing and decision. The Appeals Board generally is required to determine the outcome of appeals within two years of each appeal’s filing date. Any reduction in the assessment ultimately granted applies only to the year for which application is made and during which the written application is filed. The assessed value increases to its pre-reduction level (escalated to the inflation rate of no more than 2%) following the year for which the reduction application is filed. However, the county assessor has the power to grant a reduction not only for the year for which application was originally made, but also for the then current year and any intervening years as well. In practice, such a reduced assessment may and often does remain in effect beyond the year in which it is granted. In addition to the above-described taxpayer appeals, county assessors may independently reduce assessed valuations based on changes in the market value of property, or for other factors such as the complete or partial destruction of taxable property caused by natural or man-made disasters such as earthquakes, floods, fire, drought or toxic contamination pursuant to relevant provisions of the State Constitution. In addition, Article XIIIA of the State Constitution provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year or may be reduced to reflect a reduction in the consumer price index or comparable local data. This measure is computed on a calendar year basis. Risk of Decline in Property Values; Fire; Earthquake Risk. Property values could be reduced by factors beyond the City’s control, including fire, earthquake or a depressed real estate market due to general economic conditions in the City, the region and the State. Other possible causes for a reduction in assessed values include the complete or partial destruction of taxable property caused by other natural or manmade disasters, such as flood, fire, drought, toxic dumping, acts of terrorism, etc., or reclassification of property to a class exempt from taxation, whether by ownership or use (such as exemptions for property owned by State and local agencies and property used for qualified educational, hospital, charitable or religious purposes). No assurance can be given that property tax appeals and/or blanket reductions of assessed property values will not significantly reduce the assessed valuation of property within the City in the future. Assembly Bill 102. On June 27, 2017, the Governor of the State (the “Governor”) signed into law Assembly Bill 102 (“AB 102”). AB 102 restructured the functions of the SBE and created two new separate agencies: (i) the California Department of Tax and Fee Administration, and (ii) the Office of Tax Appeals. Under AB 102, the California Department of Tax and Fee Administration took over programs previously in the SBE Property Tax Department, such as the Tax Area Services Section, which is responsible for maintaining all property tax-rate area maps and for maintaining special revenue district boundaries. Under AB 102, the SBE continues to perform the duties assigned by the State Constitution related to property taxes, however, effective January 1, 2018, the SBE will only hear appeals related to the programs that it

Page 300 of 511 ends

-45-
constitutionally administers and the Office of Tax Appeals will hear appeals on all other taxes and fee matters, such as sales and use tax and other special taxes and fees. AB 102 obligates the Office of Tax Appeals to adopt regulations as necessary to carry out its duties, powers, and responsibilities. No assurances can be given as to the effect of such regulations on the appeals process or on the assessed valuation of property within the City. State-Assessed Property. Under the Constitution, the SBE assesses property of State-regulated transportation and communications utilities, including railways, telephone and telegraph companies, and companies transmitting or selling gas or electricity. The Board of Equalization also is required to assess pipelines, flumes, canals and aqueducts lying within two or more counties. The value of property assessed by the Board of Equalization is allocated by a formula to local jurisdictions in the county, including school districts, and taxed by the local county tax officials in the same manner as for locally assessed property. Taxes on privately owned railway cars, however, are levied and collected directly by the Board of Equalization. Property used in the generation of electricity by a company that does not also transmit or sell that electricity is taxed locally instead of by the Board of Equalization. Thus, the reorganization of regulated utilities and the transfer of electricity-generating property to non-utility companies, as often occurred under electric power deregulation in California, affects how those assets are assessed, and which local agencies benefit from the property taxes derived. In general, the transfer of State-assessed property located in the City to non-utility companies will increase the assessed value of property in the City, since the property’s value will no longer be divided among all taxing jurisdictions in the County. The transfer of property located and taxed in the City to a State-assessed utility will have the opposite effect, generally reducing the assessed value in the City as the value is shared among the other jurisdictions in the County. The City is unable to predict future transfers of State-assessed property in the City and the County, the impact of such transfers on its utility property tax revenues, or whether future legislation or litigation may affect ownership of utility assets, the State’s methods of assessing utility property, or the method by which tax revenues of utility property is allocated to local taxing agencies, including the City.

Page 301 of 511 ends

-46-
Assessed Valuation by Land Use. The following table gives a distribution of taxable real property located in the City by principal purpose for which the land is used, and the assessed valuation and number of parcels for each use. Table 7 CITY OF MONTEBELLO ASSESSED VALUATION AND PARCELS BY LAND USE FY2021-22 Assessed Valuation (1) % of Total No. of Parcels % of Total Non-Residential: Commercial/Office $1,019,098,992 15.06% 717 5.39% Vacant Commercial 14,952,678 0.22 61 0.46 Industrial 1,111,871,480 16.43 347 2.61 Vacant Industrial 18,600,104 0.27 39 0.29 Recreational 18,382,469 0.27 17 0.13 Government/Social/Institutional 14,864,604 0.22 197 1.48 Miscellaneous 14,628,076 0.22 99 0.74 Subtotal Non-Residential $2,212,398,403 32.70% 1,477 11.10% Residential: Single Family Residence $2,989,898,486 44.19% 88,934 67.13% Condominium 280,403,998 4.14 1,051 7.90 Mobile Home 587,124 0.01 34 0.26 Mobile Home Park 9,373,035 0.14 4 0.03 2-4 Residential Units 506,389,486 7.48 1,249 9.39 5+ Residential Units/Apartments 610,201,917 9.02 387 2.91 Vacant Residential 156,483,209 2.31 172 1.29 Subtotal Residential $4,553,337,615 67.30% 11,831 88.90% Total $6,765,736,018 100.00% 13,308 100.00% Source: California Municipal Statistics, Inc. (1) Total secured assessed valuation, excluding tax-exempt property.

Page 302 of 511 ends

-47-
Principal Taxpayers. Based on fiscal year 2021-22 locally assessed taxable valuations, the top twenty taxable property owners in the City represent approximately 16.66% of the total fiscal year 2021-22 taxable value. The following table shows the 20 largest owners of taxable property in the City as determined by secured assessed valuation in fiscal year 2021-22. The City is not aware of any plans by the top twenty largest local secured taxpayers to leave the City or terminate operations. Table 8 CITY OF MONTEBELLO LARGEST LOCAL SECURED PROPERTY TAXPAYERS FY2021-22 Assessed % of Property Owner Primary Land Use Valuation Total(1) 1. Metro Heights Montebello LLC Residential Development $ 205,546,677 3.04% 2. Montebello Town Center Shopping Center 196,418,473 2.90 3. Bimbo Bakeries USA Inc. Industrial 84,071,655 1.24 4. Brixmor Montebello Plaza LP Shopping Center 79,404,443 1.17 5. KK 3A Corporation Apartments 51,122,306 0.76 6. Somerset Apartments LLC Apartments 48,622,876 0.72 7. Comref So CA Industrial Industrial 46,718,982 0.69 8. M and M at Montebello LLC Commercial 41,650,000 0.62 9. RreefAmerica REIT 11 corp. KKKK Industrial 41,240,079 0.61 10. Minson Investments Group LLC Industrial 39,465,569 0.58 11. KIR Montebello LP Shopping Center 36,905,455 0.55 12. Stanley A. Sirott Apartments 35,448,258 0.52 13. Combined Properties LP, Lessor Shopping Center 34,427,500 0.51 14. Prologs California 1 LLC Industrial 34,358,478 0.51 15. Phillip J. and Phyllis M. Pace, Trustees Industrial 28,994,727 0.43 16. Royal Paper Box Company of California Industrial 26,563,256 0.39 17. AMB Institutional Alliance Fund 111 LP Industrial 25,609,267 0.38 18. Sentinel Peak Resources CA LLC Oil & Gas 23,899,607 0.35 19. Guardian Life Insurance Company of America Industrial 23,838,193 0.35 20. Park Victoria Apartments LLC Apartments 22,912,107 0.34 Total Top 20 $1,127,217,908 16.66% Source: California Municipal Statistics, Inc. (1) FY2021-22 Local Secured Assessed Valuation: $6,765,736,018. Tax Levies and Delinquencies. Beginning in 1978-79, Article XIIIA and its implementing legislation shifted the function of property taxation primarily to the counties, except for levies to support prior-voted debt, and prescribed how levies on county-wide property values are to be shared with local taxing entities within each county.

Page 303 of 511 ends

-48-
The following tables reflects the historical secured tax levy and year-end delinquencies for property tax levies for property in the City for the most recent fiscal years. TABLE 9 CITY OF MONTEBELLO SECURED TAX CHARGE AND DELINQUENCY Fiscal Year Ending June 30, Secured Tax Charge (1) Amount Delinquent June 30 % Delinquent June 30 2010 $4,690,733.42 $158,300.95 3.37% 2011 4,687,921.67 110,694.12 2.36 2012 4,801,663.63 98,459.20 2.05 2013 4,904,228.68 86,679.85 1.77 2014 5,115,059.55 74,214.32 1.45 2015 5,314,426.53 75,473.56 1.42 2016 5,437,457.99 75,925.48 1.40 2017 5,655,763.80 66,173.32 1.17 2018 5,872,622.32 71,885.24 1.22 2019 6,197,146.22 83,463.94 1.35 2020 6,555,828.53 145,799.96 2.22 2021 6,871,077.75 115,521.53 1.68 Source: California Municipal Statistics, Inc. (1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. No Teeter Plan. The Los Angeles County Board of Supervisors elected to discontinue the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sales Proceeds (commonly referred to as the “Teeter Plan”) on July 1, 2009. Under the terms of the Teeter Plan, the County had remitted to local agencies the amount of uncollected taxes in exchange for retaining any subsequent delinquent payments, penalties and interest that would have been due to the local agency. As the Teeter Plan has been discontinued, the City’s property tax revenues reflect both reduced property tax revenue from uncollected taxes and increased revenue from the subsequent receipt of delinquent taxes, interest and penalty payments. Sales and Use Taxes A sales tax is imposed on the privilege of consuming personal property in the State. The State does not tax services. The tax rate is established by the State Legislature, and is presently 7.25%, statewide (of which 1% is paid to the City) (the “State Sales Tax”). In addition, many of the State’s cities, counties, districts and communities have special taxing jurisdiction to impose a transaction (sales) or use tax. These so-called district taxes increase the tax rate in a particular area by adding the local option tax to the statewide tax. While more than one district tax may be in effect for a particular location, counties, municipalities, and districts are allowed to increase the sales tax in specific jurisdictions up to a total of 10.25%. Measure H. On March 3, 2020, approximately 61% of the voters of the city approved Measure H, a 0.75% sales tax on retail transactions. The proceeds of Measure H will be available to the General Fund once collection begins on July 1, 2020. Prior to the COVID-19 Pandemic, the City had estimated that Measure H would provide an additional $6 million per year to the City’s General Fund revenues, however actual

Page 304 of 511 ends

-49-
Measure H sales tax collections for Fiscal Year 2020-21 were approximately $7.7 million. Measure H taxes will be collected in perpetuity unless otherwise repealed by the City’s voters. Five separate district taxes are levied on sales in the City by the Los Angeles County Metropolitan Transportation Authority, each having approved by the voters in Los Angeles County. The applicable sales taxes include Measure H taxes, Measure M taxes, Measure R taxes, Proposition C taxes and Proposition A taxes. The following table shows a breakdown of the composition of the current sales and use tax rate applicable to transactions in the City: Table 10 CITY OF MONTEBELLO CURRENT SALES AND USE TAX RATES Component Tax Rate State General Fund 7.25% Los Angeles County 0.25 Measure H(1) 0.75 Measure M 0.50 Measure R 0.50 Proposition C 0.50 Proposition A 0.50 Total 10.25% Source: City of Montebello (1) Measure H sales tax collections began on July 1, 2020. The State’s Department of Tax and Fee Administration actual administrative costs with respect to the portion of sales taxes allocable to the City are deducted before distribution and are determined on a quarterly basis. Many categories of transactions are exempt for the State Sales Tax. The most important of these exemptions are the sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas and electricity and water when delivered to consumers through mains, lines and pipes. In addition, occasional sales (i.e., sales of property not held or used by a seller during activities for which he or she is required to hold a seller’s permit) are generally exempt from both the State Sales Tax; however, the occasional sales exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Action by the State Legislature or by voter initiative could change the transactions and items upon which the State Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on revenues produced by sales taxes. The City is not currently aware of any proposed legislative change that would have a material adverse effect on the State Sales Tax. The City anticipates that the Topgolf project, if completed, will generate additional sales tax revenues for the City.

Page 305 of 511 ends

-50-
Other Sources of General Fund Revenues In addition, the City receives approximately 15-20% of its annual General Fund revenues from franchise taxes, fines and forfeitures, and other taxes and revenues. No Material Reliance on State Revenues The City does not rely on the State for a material amount of revenues. There can be no assurance that future State budget difficulties will not adversely affect the City’s revenues or its ability to make the Lease Payments when due. See “STATE BUDGET INFORMATION.” OTHER FINANCIAL INFORMATION Labor Relations Currently 541 full-time City employees are covered by negotiated agreements as detailed in the table below. The City also employs part-time employees unrepresented by a collective bargaining unit. Depending on the season, the City employs up to 100 part-time employees. Table 11 CITY OF MONTEBELLO NEGOTIATED EMPLOYEE AGREEMENTS Contract Bargaining Unit Expiration Date MFFA 6/30/25 MCEA 6/30/25 MSA 6/30/25 MPMA 6/30/23 MFMA 6/30/25 MPOA 6/30/23 MMMA 6/30/25 MEMA 6/30/23 MMPA 6/30/25 SMART-TD (1) 12/31/21 Source: City of Montebello (1) Currently under renegotiation. Risk Management The City is partially self-insured for general liability and workers’ compensation claims. The City pays up to $1 million per occurrence for general liability claims and has excess insurance up to $10 million per occurrence. For workers’ compensation, the City provides self-insurance up to a $1,000,000 retention level and has acquired excess insurance coverage of $5 million for each claim. The City also purchases commercial insurance for other risks of loss, including property loss and vehicle physical damage. For additional information about the City’s Risk Management, see APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021, Note 11.

Page 306 of 511 ends

-51-
Employee Retirement Plans The information set forth below regarding the California Public Employees’ Retirement System (“CalPERS”) program, other than the information provided by the City regarding its annual contributions thereto, has been obtained from publicly available sources which are believed to be reliable but are not guaranteed as to accuracy or completeness, and should not be construed as a representation by either the City or the Underwriter. Plan Description. All qualified permanent and probationary employees are eligible to participate in the Public Agency Cost- Sharing Multiple-Employer Defined Benefit Pension Plan (Plan) administered by the California Public Employees’ Retirement System (CalPERS). The Plan consists of individual rate plans (benefit tiers) within a safety risk pool (police and fire) and a miscellaneous risk pool (all other.) Plan assets may be used to pay benefits for any employer rate plan of the safety and miscellaneous risk pools. Accordingly, rate plans within the safety or miscellaneous pools are not separate plans under GASB Statement No. 68. Individual employers may sponsor more than one rate plan in the miscellaneous or safety risk pools. The City sponsors three miscellaneous rate plans. Benefit provisions under the Plan are established by State statute and City resolution. CalPERS issues publicly available reports that include a full description of the pension plan regarding benefit provisions, assumptions and membership information that can be found on the CalPERS website. Benefits Provided. CalPERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full-time employment. Members with five years of total service are eligible to retire at age 50 (age 52 for Miscellaneous Plan members if membership date is on or after January 1, 2013) with statutorily reduced benefits. All members are eligible for non-duty disability benefits after 5 years of service. The death benefit is one of the following: the Special Death Benefit (Safety only), the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost-of-living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law. Employees Covered. On June 30, 2021, the following employees were covered by the benefit terms for each Plan. TABLE 12 CITY OF MONTEBELLO DEFINED BENEFIT PENSION PLAN COVERED EMPLOYEES Safety Misc. Plan Plan Inactive employee or beneficiaries currently receiving benefits 283 440 Inactive employees entitled to but not yet receiving benefits 111 452 Active employees 110 310 Total 504 1,202 Source: City of Montebello 2020-21 ACFR. Contributions. Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary

Page 307 of 511 ends

-52-
and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for both Plans are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. The City’s combined contributions to its Miscellaneous and Safety Plans for the most recent is summarized in the following table. Table 13 CITY OF MONTEBELLO HISTORICAL PENSION CONTRIBUTIONS Fiscal Year Ending June 30, Miscellaneous Plan Safety Plan Total Combined Contributions 2017 $ 3,474,912 $ 5,153,218 $ 8,628,130 2018 3,893,457 5,358,752 9,252,209 2019 4,404,730 6,104,047 10,508,777 2020 5,051,169 6,932,392 11,983,561 2021 (1) 61,879,526 103,113,849 164,993,375 Source: City of Montebello fiscal year 2020-21 Annual Comprehensive Financial Report. (1) FY2020-21 amounts reflect the issuance of Pension Obligation Bonds by the City in May of 2020 and the application of the proceeds thereof to the City’s unfunded actuarial liability. For additional discussion, see “2020 Pension Obligation Bonds” below. 2020 Pension Obligation Bonds. In May 2020 the City issued over $153.4 million in Pension Obligation Bonds (POBs). The City used the proceeds from the POBs to pay down the unfunded liability from the City’s Miscellaneous and Safety defined benefit retirement programs. The debt service for the POBs will be paid using revenue from the City’s 1946 voter approved property tax override assessment (the “Retirement Tax” as more fully described below.) Retirement Tax. In 1946, the voters of the City approved an initiative to pay for the obligation of the City to participate in the State’s retirement system, now CalPERS. The City first approved a contract with such system on July 20, 1946, pursuant to City Council Ordinance 398. Since that year, the City Council has annually set an ad valorem property tax rate for the purpose of providing revenue to pay all or a portion of the City’s pension obligations under the CalPERS Contract. Once the property tax rate is established for each fiscal year, the City reports the rate to the Los Angeles County Auditor-Controller to place the tax (the “Retirement Tax”) on the property tax roll of the County. Since the adoption of Ordinance No. 2148 in 1996, (the “1996 Ordinance”) the Retirement Tax has been set at a rate of $0.197875 per one hundred dollars ($100) assessed valuation (as further set forth in Montebello Municipal Code Section 3.28.020). The $0.197875 rate established in the 1996 Ordinance was consistent with the rate imposed for more than a decade prior to adoption of the 1996 Ordinance and is the rate of the Retirement Tax currently imposed by the City. The City accounts for the Retirement Tax in its Retirement Fund. Amounts in the Retirement Fund are used to pay the debt service on the 2020 Pension Obligation Bonds and for making transfers to the General Fund and other funds to reimburse current year pension-related expenses and accruals. While the amount of the Retirement Tax collected in each year has always exceeded the amounts needed to pay any

Page 308 of 511 ends

-53-
amortized amounts due on the City’s unfunded accrued actuarial liabilities, debt service on the City’s pension obligations bonds, and current year normal costs, any retirement related expenses above and beyond available Retirement Tax would be borne directly by the General Fund. For additional discussion of the Retirement Fund, see APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions. For the fiscal year ended June 30, 2021, the City recognized pension expense of $8,523,612 and $4,902,822 for the safety and miscellaneous plans, respectively. On June 30, 2021, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Table 14 CITY OF MONTEBELLO DEFERRED OUTFLOWS/INFLOWS OF RESOURCES Fiscal Year 2020-21 Miscellaneous Safety Deferred Outflows Deferred Inflows Deferred Outflows Deferred Inflows of Resources of Resources of Resources of Resources Contributions after measurement date $1,819,035 - $2,711,170 - Diff. btw. actual and expected experience 544,728 $(1,181,589) 667,700 $(198,753) Changes in assumptions - - - - Net diff. btw. projected and actual earnings on investment 2,796,645 - 4,047,677 - Differences in proportions - - - - Changes in employer’s portion - - - - Total $5,160,408 (1,181,589) $7,426,547 (198,753) Source: City of Montebello fiscal year 2020-21 Annual Comprehensive Financial Report. For information concerning the City’s pension obligations, including descriptions of the actuarial methods and assumptions, and an explanation of the discount rate used, please see APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021, Note 9.

Page 309 of 511 ends

-54-
Funded Status. The following table sets forth a summary of the funding progress for the City’s combined Plans for the most recent actuarial valuation dates. Table 15 CITY OF MONTEBELLO HISTORICAL PENSION FUNDING PROGRESS Fiscal Year Ended June 30, Accrued Liability (AL) Market Value of Assets (MVA)
Unfunded Accrued Liability (UAL) Funded Ratio Covered Payroll Miscellaneous Plans 2017 $ 184,685,849 $ 135,375,506 $ 49,310,343 73.3% $ 15,478,032 2018 199,411,423 143,297,840 56,113,583 71.9 15,615,903 2019 204,648,711 149,205,267 55,443,444 72.9 15,526,624 2020(1) 212,900,496 208,891,340 4,009,156 98.1 17,548,526 2021 226,900,920 247,293,268 (20,392,348) 109.0 16,589,899 Safety Plans 2017 240,979,264 159,428,488 81,550,776 66.2% 10,978,986 2018 259,912,002 167,163,184 82,748,818 64.3 10,642,028 2019 267,600,897 172,529,486 95,071,411 64.5 11,179,063 2020(1) 279,391,066 271,122,117 8,268,949 97.0 12,642,485 2021 297,533,090 320,670,419 (23,137,329) 107.8 12,095,231 Source: CalPERS June 30, 2021, Actuarial Valuation Report for the City. (1) FY2019-20 amounts reflect the issuance of Pension Obligation Bonds by the City in May of 2020 and the application of the proceeds thereof to the City’s unfunded actuarial liability. For additional discussion, see “2020 Pension Obligation Bonds” above. CalPERS Amortization Period Reform. On February 13, 2018, the CalPERS Board voted to shorten the period over which actuarial gains and losses are amortized from 30 years to 20 years for new pension liabilities. The new 20-year amortization period began with new gains or losses accrued starting with the June 30, 2019, actuarial valuations. The first payments on the new 20-year amortization schedule took place in 2021. A shorter amortization period will increase annual Unfunded Accrued Liability (“UAL”) contributions for cities that participate in CalPERS so long as CalPERS remains underfunded. The shortened amortization period will also lead to reductions of periods of negative amortization of the UAL, interest cost savings, and faster recoveries of funded status after market downturns. Cities that participate in CalPERS will also see additional volatility in their future UAL contributions due to market performance as gains or losses will be amortized faster under the new amortization period. The announcement on July 12, 2021 that CalPERS achieved an investment return of 21.3% for the period from July 1, 2020 through June 30, 2021 caused the CalPERS Board of Administration to lower CalPERS’ discount rate from 7.00% to 6.80% on November 15, 2021 in accordance with a risk mitigation

Page 310 of 511 ends

-55-
policy that was adopted in 2015, which calls for the discount rate to be lowered if returns exceed the then-current discount rate by two or more percentage points. The City cannot currently estimate the impact the shorter amortization period or lower discount rate will have on its required contributions for its Miscellaneous and Safety Plans. For information concerning the Plans, including descriptions of the actuarial methods and assumptions, please see APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021, Note 9. Other Post-Employment Benefits Plan Description. The City provides postemployment healthcare benefits to eligible employees at retirement through a single employer defined benefit other postemployment benefits plan administered by the City (the “OPEB Plan”). Benefit provisions are established through agreements and memorandums of agreement between the City, its management employees, and unions representing the City’s employees. Employees Covered. Membership of the OPEB Plan consisted of 343 active employees, 0 inactive members entitled to but not yet receiving benefits, and 181 retirees and beneficiaries receiving benefits on June 30, 2021. Funding Policy. The City’s OPEB Plan is not funded. The City finances OPEB benefits on a pay-as-you-go basis. Changes In Net OPEB Liability. The following table shows the changes in the City’s net obligation to the OPEB Plan in fiscal year 2020-21: Table 16 CITY OF MONTEBELLO CHANGE IN NET OPEB LIABILITY Fiscal Year 2020-21 Service cost $ 1,000,546 Interest on OPEB liability 1,060,584 Dif. btw. actual and expected experience (2,969,308) Changes in assumptions 2,769,257 Employer contributions (1,422,435) Net changes 438,644 Net OPEB obligation, beginning of the year 29,920,612 Net OPEB obligation, end of the year $30,359,256 Source: City of Montebello fiscal year 2020-21 Annual Comprehensive Financial Report.

Page 311 of 511 ends

-56-
The following table shows a four-year history of the City’s outstanding OPEB Plan obligation. Table 17 CITY OF MONTEBELLO HISTORIC OPEB LIABILITY Fiscal Year Ending June 30, Net OPEB Obligation (UAAL) 2018 $ 28,012,070 2019 29,957,149 2020 29,920,612 2021 30,359,256 Source: City of Montebello fiscal year 2020-21 Annual Comprehensive Financial Report. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, investment returns, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the Plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. For information concerning the City’s OPEB obligations, including descriptions of the actuarial methods and assumptions, please see APPENDIX D—ANNUAL COMPREHENSIVE FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2021, Note 10. Impact of Enterprise Operations on the City’s General Fund The City’s General Fund faces risks of unbudgeted expenditures from a number of its related enterprise operations as described below. City Golf Course and Quiet Cannon Event Center. The City owns the City Golf Course and the adjacent Quiet Cannon Event Center (the “Event Center”). The City records revenues from the City Golf Course and the Event Center in its Golf Course Fund. Revenues in the Golf Course Fund include green fees, special event revenue, and rent and concession revenue from the Event Center. Expenses in the Golf Course Fund include administrative costs, maintenance and labor costs, and debt service.

Page 312 of 511 ends

-57-
The City has, in recent years, made transfers from its General Fund to cover operating losses from the City Golf Course and the Event Center accounted for in the Golf Course Fund. The following table shows a 5-year history of transfers from the City’s General Fund to the Golf Course Fund. Table 18 CITY OF MONTEBELLO GENERAL FUND TRANFERS OUT TO GOLF COURSE FUND Fiscal Year Ending June 30, Transfer Out From General Fund to Golf Course Fund 2018 $963,320 2019 641,850 2020 751,000 2021 471,300 2022 (1) 471,300 Source: City of Montebello fiscal year 2016-17 though 2020-21 Annual Comprehensive Financial Reports. (1) Projected based on actual fiscal year 2020-21 results. While the City believes that the completion of the Project and the completion of improvements to the City Golf Course will have a positive, material impact on the operating results of the Golf Course Fund, if and to the extent such Golf Course Fund revenues do not exceed Golf Course Fund expenditures, additional transfers out from the City’s General Fund may be required. The City cannot project with certainty whether the revenues in the Golf Course Fund will exceed expenditures for current and future years. Hilton Garden Inn. Lease payments made from the City’s General Fund are the primary source of security for the Montebello Public Finance Authority’s Taxable Lease Revenue Bonds, 2019 Series A (Hilton Garden Inn Project) (the “HGI Bonds”), if net revenues from the Montebello Hilton Garden Inn (the “Hilton Garden Inn”) are insufficient to make debt service payments on the HGI Bonds. The City has not previously and does not anticipate needing to make transfers from its General Fund to pay debt service on the HGI Bonds, however changing economic circumstances could make such transfers necessary in the future if the net revenues from the Hilton Garden Inn are insufficient to pay debt service on the HGI Bonds. The HGI Bonds are secured by and payable from a cash funded debt service reserve fund. The maximum annual debt service on the HGI Bonds is $1,067,000. Home2Suites. Lease payments from the City’s General Fund are also the primary source of security for the Montebello Public Finance Authority’s Taxable Lease Revenue Bonds, 2016 Series A (Montebello Home2Suites By Hilton Hotel Project) (the “H2S Bonds”), if net revenues from the Montebello Home2Suites By Hilton Hotel (the “Home2Suites”) are insufficient to make debt service payments on the H2S Bonds. The City has not previously and does not anticipate needing to make transfers from its General Fund to pay debt service on the H2S Bonds, however changing economic circumstances could make such transfers necessary in the future if the net revenues from the Home2Suites are insufficient to pay debt service on the H2S Bonds. The H2S Bonds are secured by and payable from a cash funded debt service reserve fund. The maximum annual debt service on the H2S Bonds is $3,652,000. Topgolf Project. Lease Payments from the City’s General Fund are also the primary source of security for the Series 2022B Bonds. While the City does not anticipate needing to make transfers from its General Fund to pay debt service on the Series 2022B Bonds, changing economic circumstances could make

Page 313 of 511 ends

-58-
such transfers necessary in the future if Sublease Payments from Topgolf Montebello under the Sublease are insufficient to make debt service payments on the Series 2022B Bonds and Topgolf International does not make payment under the Guaranty. The maximum annual debt service on the Series 2022B Bonds is $________. For additional detail and discussion of the impacts of certain of the City’s enterprise operations on its General Fund, see “RISK FACTORS—Impact of Enterprise Operations on the City’s General Fund” and “RISK FACTORS—Ability of the City’s General Fund to Make Lease Payments.” Debt Obligations The City has the follow outstanding bonds payable in whole or in part from its General Fund: Outstanding Final Issue Par Amount Maturity Montebello Public Financing Authority Lease Revenue Refunding Bonds, 2014 Series A $1,455,000 11/1/2028
Montebello Public Financing Authority Lease Revenue Refunding Bonds, 2014 Series B $4,525,000 11/1/2028
Montebello Public Financing Authority Taxable Lease Revenue Refunding Bonds, 2014 Series C $1,386,660 11/1/2024
Montebello Public Financing Authority Taxable Lease Revenue Bonds, 2016 Series A (Montebello Home2 Suites by Hilton Hotel Project)(1) $51,685,000 6/1/2046
Montebello Public Financing Authority Lease Revenue Refunding Bonds, 2019 Series A (Hilton Garden Inn Project)(2) $9,550,000 12/1/2034 City of Montebello Taxable Pension Obligation Bonds, Series 2020(3) $143,015,000 6/1/2045 Montebello Public Financing Authority Lease Revenue Bonds, Series 2022A (1) The payments made by the Hilton Garden Inn are the primary source of the debt service payments on the HGI Bonds. The City will make such payments from its General Fund if such payments are not made by the Hilton Garden Inn. (2) The payments made by Home2Suites are the primary source of the debt service payments on the H2S Bonds. The City will make such payments from its General Fund if such payments are not made by Home2Suites. (3) The City’s Pension Tax Override Revenues are the primary source of the debt service payments on the H2S Bonds City of Montebello Taxable Pension Obligation Bonds, Series 2020. The City will make such payments from its General Fund if such payments are not available from Pension Tax Override Revenues.

Page 314 of 511 ends

Montebello City CouncilSeptember 28, 2022

Montebello City Council
September 28, 2022