Agenda packet — Ontario City Council, December 17, 2024 (part 2 of 3)

(BB&K 2020)

CITY OF ONTARIO

CHANGE ORDER

Project: Parks Pole Replacement Project

Contract Date: January 25, 2024

Change Order Number: #2

Change Order Date: October 22, 2024

To: MC Electric, Andrew Chavez Chief Operating Officer. 13619 12th Street Suite B, Chino, CA 91710

THIS CHANGE ORDER FORM SHALL BE USED FOR ALL CHANGE ORDER S ASSOCIATED WITH THE WORK.

NO ADDITIONS OR DELETIONS TO THIS FORM SHALL BE ALLOWED, EXCEPT WITH THE PERMISSION OF THE CITY OF ONTARIO.

The Contract is changed as follows:

This change is required to replace all the outfield netting at Jay Littleton Baseball Field

Contractor agrees to furnish all labor, materials, equipment, and services to perform the Work, modified as described herein, in accordance with the Contract Documents as revised by this Change Order.

NOT VALID UNTIL SIGNED BY OWNER

In consideration of the change(s) described above, the Contract Price is adjusted as follows:

The original Contract Price was $984,300.00
Net change by previously authorized Change Orders $31,341.73 The Contract Price prior to this Change Order was $1,015,641.73 The Contract Price will be changed by this Change Order in the amount of $77,944.00 The new Contract Price including this Change Order will be $1,093,585.73

In consideration of the change(s) described above, the Contract Time is adjusted as follows:

The Contract Time will be increased
decreased unchanged by 30 Days
The Contract Time prior to this Change Order was 210 Days The new Contract Time including this Change Order will be 240 Days

Attachments: See attachments
MC Electric Proposal for Full Outfield Netting Replacement 253
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Contractor accepts the terms and condition s stated herein as full and final settlement of any and all claims arising from this Change Order . The adjustments to the Contract Price and Contract Time in this Change Order constitutes the entire compensation and/or adjustment thereto due to Cont ractor, including direct, indirect, consequential, and overhead (field and home office) costs, due to Contractor arising out of or related to the c hange in the Work covered by thi s Change Order. By signing this Change Order, Contractor agrees to accept th e amount of the adjustment to the Contract Price, and the adjustment of the Contract Time, as payment in full for all costs, including direct, indirect, consequential, and overhead (field and home office) costs, related to the change in the Work covered by this Change Order.

Accepted:

(Signature) Andrew Chavez, Chief Operations Officer MC Electric Date

Approved:

(Signature) Tito Haes, Executive Director Public Works Date

Approved:

(Signature) Scott Ochoa, City Manager Date

254
Department: Public Works
Prepared By: Gil H Mars
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Andrea Ampig, Bonnie Tam
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 12
SUBJECT:

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH TRANSTECH, INC. FOR ON-CALL CONSTRUCTION MANAGEMENT SERVICES

CITY OF ONTARIO
Agenda Report
December 17, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager or his designee to execute Amendment No. 5 to the on-call Professional Services Agreement with Transtech, Inc. (Transtech), of Chino, California, to provide the bridging document preparation and Construction Management for the D-Block Parking Structure in the amount of $1,361,750 for total not-to-exceed contract amount of $4,019,500.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

The proposed Amendment No. 5 will increase the contract amount by $1,361,750 for a total not-to-exceed contract amount of $4,019,500. The total not-to-exceed contract amount includes on-call work performed for various citywide projects. Additional appropriations in the Capital Projects Fund will be included in future quarterly budget updates to the City Council for approval for on-call Construction Management Services for the D-Block Parking Structure.

BACKGROUND & ANALYSIS:

On April 4, 2023, the City entered into the current Professional Services Agreement with Transtech for on-call Project Management Services after participating in a competitive Request for Proposals (RFP) process.

The proposed D-Block Parking Structure will be located at the Northeast corner of D Street and Euclid Avenue, and will provide parking stalls necessary for the future mixed-use building being constructed at that site. Transtech’s services include the preparation of the bridging documents and cost management services. The bridging documents and plans will graphically convey necessary core parking structure requirements including, but not limited to, size, shape, circulation, parking space count, disabled access compliance, electric vehicle charging requirements, entrance/exit locations, stairs, elevator, site access, path of travel from right-of-way, and exterior façade improvements with the intent to create a RFP to design/build this structure. Transtech will also act as the construction management company for the design/build of the D-Block Parking Structure. 255

Based on the numerous projects Transtech has provided bridging documents and construction management services for in the past, Staﬀ recommends awarding the Professional Services Agreement to Transtech for the D-Block Parking Structure. 256
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BB&K 2020

AM
ENDMENT NO. 5 TO THE

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
TRANSTECH ENGINEERS, INC.

1. P
arties and Date.

Th
is Amendment No. 5 to the Agreement (as defined herein) is made and entered as of ____________, by and bet ween the City of Ontario (“City”) and Transtech Engineers , Inc ., a Corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. R
ecitals.

2.1 A greement. T he City and Consultant have entered into an agreement entitled “Professional Services Agreement” dated April 4, 2023 (“Agreement”).

2.2 A mendment Purpose. T he City and Consultant desire to amend the A greement to increase the contract amount by $1,361,750 to include the following services for the D- Block Parking Structure bridging document preparatio n. Please see Attachment “A”. The parties have heretofore entered into Amendment No. 1 dated January 16, 2024, Amendment No. 2 dated March 5, 2024, Amendment No. 3 dated March 5, 2024, and Amendment No. 4 dated August 20, 2024.

2.3 A mendment Authority. This Amendment No. 5 is authorized pursuant to Section

3.7.14 of the Agreement.

3. T
erms.

3.1 Amendment . Section 3.2.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements for all Services rendered under this Agreement in Exhibit “ C” at the attached hereto and incorporated herein by reference. The total compensat ion shall not exceed Four Million Nineteen Thousand Five Hundred Dollars ($4,019,500) without City Manager’s written approval. Extra work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement." 257
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BB&K 2020

Exhibit C is hereby deleted in its entirety and replaced with Attachment A attached hereto and incorporated herein by reference.

3.2 C
ontinuing Effect of Agreement . Except as amended by this Amendment No. 5, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 5. From and after the date of this Amendment No. 5, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amen ded by this Amendment No. 5.

3.3 A
dequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5.

3.4 S
everability. If any portion of this Amendment No. 5 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 I
ntegration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.

[
SIGNATURES ON FOLLOWING PAGE]

258
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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND TRANSTECH ENGINEERS, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 5 as of the day and year first above written.

CITY OF ONTARIO Transtech Engineers, Inc.

By:

Its:

Printed Name:

By:

Its:

Printed Name:
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
Approved By:

Scott Ochoa
City Manager
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
City Attorney
A
ttested By:

City Clerk
259
Task Order Proposal 1
D Block DB (Design-Build) Parking Structure
November 12, 2024
C
ity of ONTARIO
1333 S. Bon View Ave
Ontario, CA 91761
Attention:

Dan Beers, Design & Construction – Principal Project Manager Project
: D Block, DB (Design-Build) Parking Structure
Services: Bridging document preparation
DB RFPQ/RFP package preparation
Project management during selection of the DB team
Construction management/owner representative services during design and construction (design and construction by selected DB Team)
D
ear Mr. Beers:

T
ranstech is pleased to submit this Task Order P roposal for the subject project under our Master Contract with the City.

This Task
Order is submitted for the D Block, DB (Design-Build) Parking Structure to provide the following services.
• Bridging document preparation
• DB RFPQ/RFP package preparation
• Project management during selection of the DB team
www.transtech.org
855.595.2495 (toll-free)
Attachment A
260

Task Order Proposal 2
D Block DB (Design-Build) Parking Structure
• Construction management/owner representative services during design and construction (design and construction by selected DB Team)

Location of the proposed Parking Structure is shown below:

It is our understanding that the City desires approx. 400 parking spaces.

Proposed

PARKING

STRUCTURE

N
N
261

Task Order Proposal 3
D Block DB (Design-Build) Parking Structure
Proposed Services by Transtech:

SERVICES DURING SELECTION OF THE DB TEAM/ENTITY, INCLUDING

PREPARATION OF DB BRIDGING DOCUMENTS, RFPQ/RFP PACKAGES Preparation of bridging documents and plans. The bridging documents and plans will graphically convey necessary core parking structure requirements including, but not limited to, size, shape, circulation, parking space count, disabled access compliance, electric vehicle charging requirements, entrance/exit location, stairs, elevator, site access, path of travel from right-of-way, exterior façade improvements, etc.

SERVICES DURING DESIGN DEVELOPMENT AND CONSTRUCTION DOCUMENT

PREPARATION BY THE SELECTED DB TEAM/ENTITY
Management services provided during design development and construction document preparation by the successful DB Team specifically include, but are not limited to, the following:

Overall project coordination between City [as Owner], City [as Authority Having Jurisdiction (‘AHJ’)], the successful DB Team, utility purveyors, and other vested stakeholders.

Project performance review, specifically including cost and schedule monitoring. This task assumes that the DB Team will be required to design to the budget.

Assistance with payment processing.

Assistance with utility coordination.

Coordination and approval monitoring from all AHJs having jurisdiction over any portion of this project.

Attendance as Owner’s Representative at design related meetings.

Monitoring and filing of all Project Record Documents developed during design.

Review of the plans for conformance with the requirements of the City’s RFP and the Contract Documents where not directly related to code compliance. (Transtech assumes that all AHJ services will be provided by others, but Transtech will identify observed deficiencies where appropriate during development of the design documents.)
Coordination assistance between DB Team and City during City review as AHJ. This scope includes both plan review and permit issuance. 262

Task Order Proposal 4
D Block DB (Design-Build) Parking Structure
Assistance during scoping, selection, and contract award for special inspection services.

Request for Information (‘RFI’) coordination between DB Team, the City (as Owner), the City (as AHJ), and identified stakeholders.

SERVICES DURING CONSTRUCTION AND PROJECT CLOSE OUT
Construction management and coordination between City (as Owner), City (as AHJ), the DB Team and other stakeholders.

Project performance review, specifically including cost and schedule monitoring.

Assistance with payment processing.

Assistance with utility coordination and issues involving closure and/or use of public right of way.

Coordination and approval monitoring from all AHJs having jurisdiction over any portion of this project.

Attendance as Owner’s Representative at construction related meetings.

Monitoring and filing of all Project Record Documents developed during construction.

Verification of subcontractor compliance with State Contractor License Board and Department of Industrial Relations requirements for valid license and registration for each subcontract let during construction.

Assistance with special inspection and testing services and coordination of special inspection and testing efforts during construction. These services will be provided by a separate consultant under a separate contract to the City.

Transtech will monitor the construction for conformance with the requirements of the City’s RFP and the Contract Documents where not directly related to code compliance.

Notes:

Transtech will not perform plan review or inspection in the capacity of ‘Authority Having Jurisdiction’ (‘AHJ’) over the work of this project, unless requested by the City. Transtech anticipates that AHJ services will be provided by various City Departments and/or Divisions or other City forces, which would include processing, plan review, permit issuance, and inspection by Building and Safety, Public Works, Engineering, OMUC, and Planning. 263

Task Order Proposal 5
D Block DB (Design-Build) Parking Structure
City will provide Phase 1 Environmental Site Assessment (‘ESA’).

City will provide Geological and Soils Investigation (‘Soils Report’).

The report shows that 2 borings were made within the proposed parking structure area (Boring B-15 and B-16).

City will provide any soils and existing conditions reports showing the site does not contain any hazardous materials.

City will provide plans for overall site, access, roads, traffic signals, adjacent areas improvements, main utility service lines and connection points (connection points assumed to be provided within approx. 20’ of PS footprint), and all other site improvements plans, etc. The scope of DB will be limited to vertical construction within the foot print of the Parking Structure plus utility laterals to service connection points and sidewalk, landscape improvements within the 20’ perimeter area of PS footprint , plus driveway connection to proposed Vineyard Ave being designed by City’s design consultant (Vineyard Ave will be constructed by others.) City will provide any utility plans and any utility relocation plans.

City will provide survey and site plans.

264

Task Order Proposal 6
D Block DB (Design-Build) Parking Structure
Anticipated Compensation for Transtech’s Proposed Services:

Tasks Position Av.

Hrs/Month
Approx.

Duration
(Months)
Tot. Hrs Av. Rate Budget
Staff Level: Sr. Eng/Sr. PM/Sr. CM 40 8 150 $225 $33,750 Staff Level: Project Eng/CM/PM 30 8 240 $200 $48,000
Staff Level: Associate Eng/Office Eng 20 8 160 $175 $28,000 $50,000
Total: $159,750
Staff Level: Sr. Eng/Sr. PM/Sr. CM 40 7 280 $225 $63,000 Staff Level: Project Eng/CM/PM 30 7 210 $200 $42,000
Staff Level: Associate Eng/Office Eng 20 7 140 $175 $24,500 Total: $129,500
Staff Level: Sr. Eng/Sr. PM/Sr. CM 50 15 750 $225 $168,750 Staff Level: Project Eng/CM/PM 170 15 2,550 $200 $510,000 Staff Level: Associate Eng/Office Eng 150 15 2,250 $175 $393,750 Total: $1,072,500
Anticipated Total Compensation for Transtech’s Proposed Services $1,361,750

SERVICES DURING

SELECTION OF THE DB

TEAM/ENTITY,

INCLUDING

PREPARATION OF DB

BRIDGING DOCUMENTS,

RFPQ/RFP PACKAGES
Budget Allocation for Bridging Document

SERVICES DURING

DESIGN DEVELOPMENT

AND CONSTRUCTION

DOCUMENT

PREPARATION BY THE

SELECTED DB

TEAM/ENTITY

SERVICES DURING

CONSTRUCTION AND

PROJECT CLOSE OUT

The fee information presented above represent a best estimate of the Transtech effort anticipated to carry this project per the scope of services provided in this Task Order.

Actual hours and dollar amounts may flex and re-allocated within various tasks as needed. Staff Classifications,
Hourly Rates and Hours are average and may vary within the established total budget.

Billig is based on actual hours spent.
265

Task Order Proposal 7
D Block DB (Design-Build) Parking Structure
If you have any questions or need additional information, please contact us.

Respectfully submitted.

Ali Cayir
Ali Cayir, PE
Principal
E: [email protected]
C: 714-883-8677
O: 909-595-8599
266
Department: Financial Services
Prepared By: Stephanie Castro
Department: Development Administration
Prepared By: Matthew Hernandez
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Matthew
Hernandez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 13
SUBJECT:

AB1600 DEVELOPMENT IMPACT FEE ANNUAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2024, AND SB165 LOCAL AGENCY SPECIAL TAX AND BOND ACCOUNTABILITY REPORT FOR FISCAL YEAR ENDED JUNE 30, 2024

CITY OF ONTARIO
Agenda Report
December 17, 2024
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council accept the City of Ontario’s AB1600 Development Impact Fee (DIF) Annual Report (unaudited) for Fiscal Year Ended June 30, 2024, and the City of Ontario's SB165 Local Agency Special Tax and Bond Accountability Report (unaudited) for Fiscal Year Ended June 30, 2024.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
FISCAL IMPACT:

There is no direct ﬁscal impact associated with these actions. The AB1600
Development Impact Fee (DIF) Annual Report (unaudited) and the SB165 Local Agency Special Tax and Bond Accountability Report (unaudited) are required by California statue to be presented to the City Council for informational purposes only. The reports include a summary of the activities on the DIF and Community Facilities District (CFD) funds for the respective fiscal year.

BACKGROUND & ANALYSIS:

AB1600 Report:

On July 1, 2003, the City Council adopted Ordinance Nos. 2779 and 2780, approving the collection of Development Impact Fees (DIF) to mitigate the impacts of future development. In accordance with the provisions of Ordinances listed, the City began collecting DIF on September 1, 2003, and the impact fees have been updated periodically by Resolutions of the City Council.

The fees that were
used for the attached AB1600 DIF Annual Report for Fiscal Year Ended June 30, 2024, were
authorized by the City Council on September 17, 2019 and August 16, 2022, by Resolution No. 2019-135 and No. 2022-133, respectively.
267

California Government Code Sections 66001 and 66006 require making certain Development Impact Fee information available to the public. The City of Ontario addresses these reporting requirements through issuance of the AB1600 DIF Annual Report along with the release of periodic updates to the City’s development impact fee calculation and nexus schedules.

The AB1600 DIF Annual Report for Fiscal Year Ended June 30, 2024, is comprised of the following schedules:

Development Impact Fee Annual Report Fees Schedule by Fund and Land Use Development Impact Fee Annual Report (Unaudited)
Development Impact Fee Annual Report Project Expenditures Development Impact Fee Annual Report Five Year Summary
Development Impact Fee Annual Report Estimated Project Completion Date Development Impact Fee Annual Report Five Year Holdings Report Development Impact Fee Annual Report Five Year By Fund

The City of Ontario's AB1600 DIF Annual Report for Fiscal Year Ended June 30, 2024 (unaudited), as well as the Fiscal Year 2021-22 Development Impact Fee Calculation and Nexus Report, and the Master Facilities Plan for FY 2021-22 are available for review and reference at the City's Records Management Department and on the City's website at: https://www.ontarioca.gov/government- departments-financial-services-development-impact-fees-dif/reports.

SB165 Report
:

Senate Bill (SB) 165 enacted the Local Agency Special Tax and Bond Accountability Act (the “Act”) which requires local agencies that have imposed special taxes or issued bond measures subject to voter approval report annually on the amount of funds collected and expended. This report must contain a statement indicating the speciﬁc purposes of the special tax, require that the proceeds of the special tax be applied to those purposes, require the creation of an account into which the proceeds shall be deposited, and require an annual report containing speciﬁed information concerning the use of the proceeds. The Act applies to special tax measures and bonds issued on or after January 1, 2001, in accordance with Sections
§
50075.1,
§
50075.3,
§
53410, and
§
53411 of the
California Government Codes.

The SB165 Local Agency Special Tax and Bond Accountability Report for Fiscal Year Ended June 30, 2024, consists of three sections. The ﬁrst section reports on all of the Services CFDs and provides the amounts of special taxes collected, actual administration costs, and special districts cost of services for the referenced year, per CFD. The second section reports on all the Facilities CFDs and provides the amounts of special taxes collected, actual administration costs, and any interest and principal payments for the referenced year, per CFD. In addition, this section also provides additional information regarding the original funding sources and usage of bond proceeds, ending balances at June 30, 2024, for improvement and other accounts held at the trustee, and project status, per CFD. The third and ﬁnal section reports on each Services and Facilities Combination Districts, and provides all of the information listed in the above two sections per CFD.

Some of the requirements of the Act are handled at the formation of the Community Facilities 268
District or Bond Issuance and others are handled through annual reports. This report intends to comply with Sections 50075.3 and 53411 of the California Government Codes. 269

City of Ontario
SB165
Local Agency Special Tax and Bond
Accountability Report
Fiscal Year Ended June 30, 2024
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Table of Contents
SB165: LOCAL AGENCY SPECIAL TAX AND BOND ACCOUNTABILITY ACT ................................................................ 4 ONTARIO SERVICES CFDS ....................................................................................................................................... 6 CFD NO. 9 EDENGLEN ................................................................................................................................................. 7 CFD NO. 10 ONTARIO AIRPORT TOWERS ......................................................................................................................... 8 CFD NO. 19 COUNTRYSIDE PHASE I - SERVICES ................................................................................................................. 9 CFD NO. 20 WALMART .............................................................................................................................................. 10 CFD NO. 21 PARKSIDE ................................................................................................................................................ 11 CFD NO. 23 PARK PLACE SERVICES .............................................................................................................................. 12 CFD NO. 27 NEW HAVEN SERVICES .............................................................................................................................. 13 CFD NO. 32 ARCHIBALD/SCHAEFER - SERVICES .............................................................................................................. 14 CFD NO. 37 PARK & TURNER NE SERVICES .................................................................................................................... 15 CFD NO. 44 ESPERANZA SERVICES ................................................................................................................................ 16 CFD NO. 47 COLONY COMMERCE CENTER WEST I SERVICES ........................................................................................... 17 CFD NO. 48 TEVELDE SERVICES .................................................................................................................................... 18 CFD NO. 49 AVENUE 176 SERVICES ............................................................................................................................. 19 CFD NO. 50 WEST ONTARIO LOGISTICS CENTER SERVICES ............................................................................................... 20 CFD NO. 51 ONTARIO RANCH LOGISTICS CENTER SERVICES ............................................................................................. 21 CFD NO. 58 COLONY COMMERCE CENTER EAST SERVICES .............................................................................................. 22 CFD No. 59 Colony Commerce Center East Service........…………………………………………………………...23 CFD NO. 60 ONTARIO RANCH BUSINESS PARK SERVICES .................................................................................................. 24 CFD NO. 61MERRILL COMMERCE CENTER SERVICES ....................................................................................................... 25 CFD NO. 62 ONTARIO COMMERCE CENTER .................................................................................................................. 26 SUMMARY OF FACILITIES COMMUNITY FACILITIES DISTRICTS ................................................................................................... 27

ONTARIO FACILITIES CFDS .................................................................................................................................... 28 CFD NO. 13 CALIFORNIA COMMERCE CENTER - PHASE IV ............................................................................................... 29 CFD NO. 24 PARK PLACE FACILITIES PHASE 1 ................................................................................................................. 31 CFD NO. 25 PARK PLACE FACILITIES PHASE II ................................................................................................................. 33 CFD NO. 26 PARK PLACE FACILITIES PHASE III ................................................................................................................. 35 CFD NO. 28 NEW HAVEN FACILITIES – AREA A ............................................................................................................... 37 CFD NO. 30 NEW HAVEN FACILITIES – AREA B ............................................................................................................... 39 CFD NO. 33 ARCHIBALD/SCHAEFER - FACILITIES ............................................................................................................. 41 CFD NO. 34 COUNTRYSIDE PHASE I NORTH - FACILITIES .................................................................................................... 43 CFD NO. 35 COUNTRYSIDE PHASE II SOUTH - FACILITIES ................................................................................................... 45 CFD NO. 38 PARK & TURNER NE FACILITIES .................................................................................................................... 46 CFD NO. 39 NEW HAVEN FACILITIES AREA C ................................................................................................................. 48 CFD NO. 40 EMERALD PARK FACILITIES .......................................................................................................................... 50 CFD NO. 41 CANVAS PARK FACILITIES .......................................................................................................................... 52 CFD NO. 42 WEST HAVEN ........................................................................................................................................... 54 CFD NO. 43 PARK PLACE FACILITIES PHASE IV ................................................................................................................ 56 CFD NO. 46 AVENUE 176 FACILITIES ............................................................................................................................. 58 CFD NO. 53 TEVELDE FACILITIES .................................................................................................................................... 60 CFD NO. 54 ESPERANZA FACILITIES ............................................................................................................................... 62 CFD NO. 66 OLIVE & OLEANDER ................................................................................................................................. 64 SUMMARY OF FACILITIES COMMUNITY FACILITIES DISTRICTS ................................................................................................... 65

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ONTARIO SERVICES AND FACILITIES CFDS ............................................................................................................ 66 CFD NO. 31 CARRIAGE HOUSE / AMBERLY LANE ............................................................................................................ 67 CFD NO. 45 NORTHPARK AND COUNTRYSIDE ................................................................................................................. 70 CFD NO. 55 PARKLANE ............................................................................................................................................... 73 CFD NO. 56 PARKSIDE/LA AVENIDA ............................................................................................................................. 76 CFD NO. 57 NEUHOUSE .............................................................................................................................................. 79 CFD NO. 64 SUNSET RANCH ........................................................................................................................................ 82 SUMMARY OF FACILITIES COMMUNITY FACILITIES DISTRICTS ................................................................................................... 84

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SB165: Local Agency Special Tax and Bond Accountability Act

The Local Agency Special Tax Bond and Accountability Act (the “Act”) requires that local agencies that have imposed special taxes or issued bond measures subject to voter approval report annually on the amount of funds collected and expended. This report must contain a statement indicating the specific purposes of the special tax, require that the proceeds of the special tax be applied to those purposes, require the creation of an account into which the proceeds shall be deposited, and require an annual re port containing specified information concerning the use of the proceeds. The Act applies to special taxes and bonds issued on or after January 1, 2001 in accordance with Sections 50075.1 and 5341 0 of the California Government Code.

Some of the requirements of the Act are handled at the formation of the Community Facilities District or Bond Issuance and others are handled through annual reports. This report intends to comply with Sections 50075.3 and 53411 of the California Government Code which states:

The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The Annual report shall contain all the following:

a) The amount of funds collected and expended.
b) The status of any project required or authorized to be funded as identified in subdivision (a) of Section 50075.1 or subdivision (a) of Section 53410.

For questions regarding this report, please contact the City of Ontario, Financial Services Agency at (909) 395-2015 or email [email protected].

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The following table indicates which Section of the CA Government Code each district is required to comply with for Fiscal Year 2023-24.

Required SB 165 Reports for City of Ontario Community Facilities Districts

CFD No. CFD Name §50075.3 Required §53411 Required
9 Edenglen Yes No
10 Ontario Airport Towers Yes No
13 California Commerce Center- Phase IV Yes Yes
19 Countryside Phase 1 - Services Yes No
20 Walmart Yes No
21 Parkside Yes No
23 Park Place Services Yes No
24 Park Place Facilities Phase 1 Yes Yes
25 Park Place Facilities Phase II Yes Yes
26 Park Place Facilities Phase III Yes Yes
27 New Haven Services Yes No
28 New Haven Facilities - Area A Yes Yes
30 New Haven Facilities - Area B Yes Yes
31-A Carriage House / Amberly Lane - A Yes Yes
31-B Carriage House / Amberly Lane - B Yes No
32 Archibald/Schaefer - Services Yes No
33 Archibald/Schaefer - Facilities Yes Yes
34 Countryside Phase 1 North - Facilities Yes Yes
35 Countryside Phase II Yes Yes
37 Park & Turner NE Services Yes No
38 Park & Turner NE Facilities Yes Yes
39 New Haven Facilities - Area C Yes Yes
40 Emerald Park Facilities Yes Yes
41 Canvas Park Facilities Yes Yes
42 West Haven Yes Yes
43 Park Place Facilities Phase IV Yes Yes
44 Esperanza Services Yes No
45-A Northpark and Countryside - A Yes Yes
45-B Northpark and Countryside - B Yes No
46 Avenue 176 Facilities Yes Yes
47 Colony Commerce Center West I Services Yes No
48 Tevelde Services Yes No
49 Avenue 176 Services Yes No
50 West Ontario Logistics Center Services Yes No
51 Ontario Ranch Logistics Center Services Yes No
53 Tevelde Facilities Yes Yes
54 Esperanza Facilities Yes Yes
55-A Parklane - A Yes Yes
55-B Parklane - B Yes No
56-A Parkside/La Avenida - A Yes Yes
56-B Parkside/La Avenida - B Yes No
57-A Neuhouse - A Yes Yes
57-B Neuhouse - B Yes No
58 Colony Commerce Center East Services Yes No
59 Gateway Yes No
60 Ontario Ranch Business Park Services Yes No
61 Merrill Commerce Center Services Yes No
62 Ontario Commerce Center Yes No
64-A Sunset Ranch Yes No
64-B Sunset Ranch Yes No
66 Olive & Oleander Yes Yes
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Ontario Services CFDs

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Community Facilities District No. 9
Edenglen
Location
Community Facilities District No. 9 (Edenglen) is located south of Riverside Drive, east of Mill Creek Avenue, generally west of Hamner Avenue and north of Chino Avenue. CFD No. 9 is a Services CFD comprised of approximately 74 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 9 (Edenglen) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 615,511
Special Tax- Penalty $ 884
Special Tax- Prior $ 5,652
Total Special Tax Revenues $ 622,047

FY 2023-24 Expenditures
Special Districts Cost of Services $ 567,933 Administrative Expenses $ 51,125
Total Expenditures $ 619,059

Project Status
Provides for ongoing City Services

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Community Facilities District No. 10
Ontario Airport Towers
Location
Community Facilities District No. 10 (Ontario Airport Towers) is generally located on the south side of Interstate 10, north of Guasti Road, east of Archibald Avenue and west of Turner Avenue. CFD No. 10 is a Services CFD comprised of approximately 25 acres of office and retail space which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 10 (Ontario Airport Towers) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 12,218
Total Special Tax Revenues $ 12,218

FY 2023-24 Expenditures
Administrative Expenses $ 4,183
Total Expenditures $ 4,183

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 19
Countryside Phase 1 – Services
Location
Community Facilities District No. 19 (Countryside Phase 1 – Services) is located north of Deer Creek Channel, south of Riverside Drive, east of Cucamonga Creek Channel and west of Archibald Avenue. CFD No. 19 is a Services CFD comprised of approximately 85 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 1 9 (Countryside Phase 1 – Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 427,248
Total Special Tax Revenues $ 427,248

FY 2023-24 Expenditures
Special Districts Cost of Services $ 383,049 Administrative Expenses $ 44,921
Total Expenditures $ 427,970

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 20
Walmart
Location
Community Facilities District No. 20 (W almart) is located west of Mountain Avenue, south of Sixth Street, east of Elderberry Avenue, and north of Fifth Street. CFD No. 20 is a Services CFD comprised of approximately 16 acres of commercial development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 20 (Walmart) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 33,024
Total Special Tax Revenues $ 33,024

FY 2023-24 Expenditures
Administrative Expenses $ 4,863
Total Expenditures $ 4,863

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 21
Parkside
Location
Community Facilities District No. 21 (Parkside) is located north of Inland Empire Boulevard, south of Fourth Street, east of Archibald Avenue and west of Turner Avenue. CFD No. 2 1 is a Services CFD comprised of approximately 20 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 21 (Parkside) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 66,244
Total Special Tax Revenues $ 66,244

FY 2023-24 Expenditures
Administrative Expenses $ 5,972 Total Expenditures $ 5,972

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 23
Park Place Services
Location
Community Facilities District No. 23 (Park Place Services) is located north of Bellegrave Avenue, south of Eucalyptus Avenue, east of Archibald Avenue and west of Haven Avenue. CFD No. 23 is a Services CFD comprised of approximately 344 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 2 3 (Park Place Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,901,929
Special Tax- Penalty $ 11,503
Special Tax- Prior $ 37,869
Total Special Tax Revenues $ 1,951,300

FY 2023-24 Expenditures
Special Districts Cost of Services $ 1,996,084 Administrative Expenses $ 93,586
Total Expenditures $ 2,089,670

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 27
New Haven Services
Location
Community Facilities District No. 27 (New Haven Services) is located north of Edison Avenue, south of Riverside Drive, east of Turner Avenue and west of Hamner Avenue. CFD No. 27 is a Services CFD comprised of approximately 150 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 2 7 (New Haven Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 2,696,902
Special Tax- Penalty $ 3,595
Special Tax- Prior $ 17,685
Total Special Tax Revenues $ 2,718,182

FY 2023-24 Expenditures
Special Districts Cost of Services $ 2,694,941 Administrative Expenses $ 112,243
Total Expenditures $ 2,807,184

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 32
Archibald/Schaefer - Services
Location
Community Facilities District No. 32 (Archibald/Schaefer – Services) is located south of Schaefer Avenue, north of La Avenida Drive, west of Turner Avenue and east of Archibald Avenue. CFD No. 32 is a Services CFD comprised of approximately 60 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 32 (Archibald/Schaefer – Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 480,655
Special Tax- Penalty $ 816
Special Tax- Prior $ 4,448
Total Special Tax Revenues $ 485,919

FY 2023-24 Expenditures
Special Districts Cost of Services $ 438,576 Administrative Expenses $ 46,621 Total Expenditures $ 485,197

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 37
Park & Turner NE Services
Location
Community Facilities District No. 37 (Park & Turner NE Services) is located east of Turner Avenue, west of Haven Avenue, south of Edison Avenue and north of Eucalyptus Avenue . CFD No. 37 is a Services CFD comprised of approximately 80 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 37 (Park & Turner NE Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 473,438
Special Tax- Penalty $ 462 Special Tax- Prior $ 2,887
Total Special Tax Revenues $ 476,787

FY 2023-24 Expenditures
Special Districts Cost of Services $ 431,124 Administrative Expenses $ 46,385 Total Expenditures $ 477,509

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 44
Esperanza Services
Location
Community Facilities District No. 44 (Esperanza Services) is located north of Bellegrave Avenue, south of Edison Avenue, east of Mill Creek Avenue and west of Hamner Avenue. CFD No. 44 is a Services CFD comprised of approximately 76 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 44 (Esperanza Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 810,728 Special Tax- Penalty $ 711 Special Tax- Prior $ 5,053 Total Special Tax Revenues $ 816,492

FY 2023-24 Expenditures
Special Districts Cost of Services $ 753,943 Administrative Expenses $ 57,689 Total Expenditures $ 811,632

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 47
Colony Commerce Center West I Services
Location
Community Facilities District No. 47 (Colony Commerce Center West I Services) is located north of Remington Avenue, south of Merrill Avenue, east of Carpenter Avenue and west of Cucamonga Channel. CFD No. 47 is a Services CFD comprised of approximately 61 acres of non -residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 47 (Colony Commerce Center West I Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 339,430
Total Special Tax Revenues $ 339,430

FY 2023-24 Expenditures
Special Districts Cost of Services $ 329,322 Administrative Expenses $ 15,743
Total Expenditures $ 345,066

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 48
Tevelde Services
Location
Community Facilities District No. 4 8 (Tevelde Services) is located north of Merrill Avenue, south of Eucalyptus Avenue, east of Cucamonga Channel and west of Archibald Avenue. CFD No. 48 is a Services CFD comprised of approximately 87 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 4 8 (Tevelde Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 619,222
Special Tax- Penalty $ 494
Special Tax- Prior $ 2,887
Total Special Tax Revenues $ 622,604

FY 2023-24 Expenditures
Special Districts Cost of Services $ 572,847 Administrative Expenses $ 51,201
Total Expenditures $ 624,048

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 49
Avenue 176 Services
Location
Community Facilities District No. 49 (Avenue 176 Services) is located north of Ontario Ranch Road, south of La Avenida Drive, west of Turner Avenue and east of Archibald Avenue. CFD No. 49 is a Services CFD comprised of approximately 37 acres of residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 49 (Avenue 176 Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 251,875
Special Tax- Penalty $ 249
Special Tax- Prior $ 2,166
Total Special Tax Revenues $ 254,289

FY 2023-24 Expenditures
Special Districts Cost of Services $ 213,010 Administrative Expenses $ 39,114
Total Expenditures $ 252,124

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 50
West Ontario Logistics Center Services
Location
Community Facilities District No. 50 (West Ontario Logistics Center Services) is located south of Merrill Avenue east of Carpenter Avenue and west of the Cucamonga Creek Channel. CFD No. 50 is a Services CFD comprised of approximately 56 acres of non-residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 50 (West Ontario Logistics Center Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 315,342
Total Special Tax Revenues $ 315,342

FY 2023-24 Expenditures
Special Districts Cost of Services $ 304,286 Administrative Expenses $ 14,956
Total Expenditures $ 319,241

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 51
Ontario Ranch Logistics Center Services
Location
Community Facilities District No. 51 (Ontario Ranch Logistics Center Services) is located south of Eucalyptus Avenue, north of Merrill Avenue, east of Carpenter Avenue and west of the Cucamonga Creek Channel. CFD No. 51 is a Services CFD comprised of approximately 119 acres of non-residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 51 (Ontario Ranch Logistics Center Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 668,943
Total Special Tax Revenues $ 668,943

FY 2023-24 Expenditures
Special Districts Cost of Services $ 666,007 Administrative Expenses $ 26,520
Total Expenditures $ 692,527

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 58
Colony Commerce Center East Services
Location
Community Facilities District No. 58 (Colony Commerce Center East Services) is located south of Merrill Avenue, north of the County Line Channel, east of Cucamonga Channel, and west of Archibald Avenue. CFD No. 58 is a Services CFD comprised of approximate ly 82 acres of non - residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 58 (Colony Commerce Center East Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 443,737
Total Special Tax Revenues $ 443,737

FY 2023-24 Expenditures
Special Districts Cost of Services $ 433,413 Administrative Expenses $ 19,154
Total Expenditures $ 452,567

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 59
Colony Commerce Center East Services
Location
Community Facilities District No. 59 (Gateway Services) is located south of Ontario Ranch Road, north of Edison Avenue, east of Cleveland Avenue, and west of Hamner Avenue. CFD No. 59 is a Services CFD comprised of approximately 53 acres of non-residential and residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 5 9 (Gateway Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 144,556
Total Special Tax Revenues $ 144,556

FY 2023-24 Expenditures
Special Districts Cost of Services $ 108,115 Administrative Expenses $ 35,719
Total Expenditures $ 143,834

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 60
Ontario Ranch Business Park Services
Location
Community Facilities District No. 60 (Ontario Ranch Business Park Services) is located south of Eucalyptus Avenue, north of Merrill Avenue, east of Euclid Avenue and west of Sultana Avenue .

CFD No. 60 is a Services CFD comprised of approximately 86 acres of non-residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 60 (Ontario Ranch Business Park Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 441,571
Total Special Tax Revenues $ 441,571

FY 2023-24 Expenditures
Special Districts Cost of Services $ 424,841 Administrative Expenses $ 19,084
Total Expenditures $ 443,925

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 61
Merrill Commerce Center Services
Location
Community Facilities District No. 61 (Merrill Commerce Center Services) is located south of Eucalyptus Avenue, north of Merrill Avenue, east of Grove Avenue and west of Carpenter Avenue.

CFD No. 61 is a Services CFD comprised of approximately 151 acres of non -residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 6 1 (Merrill Commerce Center Services) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,277,819
Total Special Tax Revenues $ 1,277,819

FY 2023-24 Expenditures
Special Districts Cost of Services $ 1,236,631 Administrative Expenses $ 46,620
Total Expenditures $ 1,283,251

Project Status
Provides for ongoing City Services.

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Community Facilities District No. 62
Ontario Commerce Center
Location
Community Facilities District No. 62 (Ontario Commerce Services) is located south of Riverside Drive, north of Chino Avenue, east of Haven Avenue and west of Hamner Avenue. CFD No. 62 is a Services CFD comprised of approximately 998,092 square feet at build -out and 47.7 acres of non-residential development which provides for ongoing City Services.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund authorized Special Districts Cost of Services and incidental expenses of CFD No. 62 (Ontario Commerce Center) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 239,071
Total Special Tax Revenues $ 239,071

FY 2023-24 Expenditures
Special Districts Cost of Services $ 226,423 Administrative Expenses $ 12,648
Total Expenditures $ 239,071

Project Status
Provides for ongoing City Services

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City of Ontario
Summary of Services Community Facilities Districts
Special Taxes Levied and Expended for Fiscal Year 2023-24 (As Required by CA Govt. Code Section 50075.3)

CFD
No. CFD Name Fund
2023-24
Special Tax
Current
2023-24
Special Tax
Penalty
2023-24
Special Tax
Prior
2023-24 Total
Special Tax
Revenue
Administrative
Expenses
Special Districts
Cost of Services
2023-24
Expenditures
Total
9 Edenglen 2920 615,511$ 884$ 5,652$ 622,047$ 51,125$ 567,933$ 619,059$ 10 Ontario Airport Towers 2910 12,218$ -$ -$ 12,218$ 4,183$ -$ 4,183$ 19 Countryside Phase 1 - Services 2920 427,248$ -$ -$ 427,248$ 44,921$ 383,049$ 427,970$ 20 WalMart 2910 33,024$ -$ -$ 33,024$ 4,863$ -$ 4,863$ 21 Parkside 2910 66,244$ -$ -$ 66,244$ 5,972$ -$ 5,972$ 23 Park Place Services 2920 1,901,929$ 11,503$ 37,869$ 1,951,300$ 93,586$ 1,996,084$ 2,089,670$ 27 New Haven Services 2920 2,696,902$ 3,595$ 17,685$ 2,718,182$ 112,243$ 2,694,941$ 2,807,184$ 32 Archibald/Schaefer - Services 2920 480,655$ 816$ 4,448$ 485,919$ 46,621$ 438,576$ 485,197$ 37 Park & Turner NE Services 2920 473,438$ 462$ 2,887$ 476,787$ 46,385$ 431,124$ 477,509$ 44 Esperanza Services 2920 810,728$ 711$ 5,053$ 816,492$ 57,689$ 753,943$ 811,632$ 47 Colony Commerce Center West I Services 2920 339,430$ -$ -$ 339,430$ 15,743$ 329,322$ 345,066$ 48 Tevelde Services 2920 619,222$ 494$ 2,887$ 622,604$ 51,201$ 572,847$ 624,048$ 49 Avenue 176 Services 2920 251,875$ 249$ 2,166$ 254,289$ 39,114$ 213,010$ 252,124$ 50 West Ontario Logistics Center Services 2920 315,342$ -$ -$ 315,342$ 14,956$ 304,286$ 319,241$ 51 Ontario Ranch Logistics Center Services 2920 668,943$ -$ -$ 668,943$ 26,520$ 666,007$ 692,527$ 58 Colony Commerce Center East Services 2920 443,737$ -$ -$ 443,737$ 19,154$ 433,413$ 452,567$ 59 Gateway 2920 144,556$ -$ -$ 144,556$ 35,719$ 108,115$ 143,834$ 60 Ontario Ranch Business Park Services 2920 441,571$ -$ -$ 441,571$ 19,084$ 424,841$ 443,925$ 61 Merrill Commerce Center Services 2920 1,277,819$ -$ -$ 1,277,819$ 46,620$ 1,236,631$ 1,283,251$ 62 Ontario Commerce Center 2920 239,071$ -$ -$ 239,071$ 12,648$ 226,423$ 239,071$ Total 12,259,462$ 18,713$ 78,648$ 12,356,824$ 748,348$ 11,780,544$ 12,528,892$ 296
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Ontario Facilities CFDs

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Community Facilities District No. 13
California Commerce Center- Phase IV
Location
Community Facilities District No. 13 (California Commerce Center - Phase IV) is located south of Francis Street, generally north of Mission Boulevard, east of Haven Avenue and west of Milliken Avenue. CFD No. 13 is a Facilities CFD comprised of approximately 103 acres of commercial/industrial development, with 1.96 million square feet of industrial development, and 1 parcel of commercial development totaling approximately 20,000 square feet of floor space.

Authorized Facilities and Bonds
CFD No. 13 (California Commerce Center - Phase IV) was formed to finance major public improvements which include street and traffic circulation facilities, water and recycled water system facilities, sewer system facilities, storm drain facilities and other public infrastructure improvements for the benefit of the district. The City in 2021 refunded the prior special tax bonds (Series 2008) which were issued in the aggregate principal amount of $4,635,000.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 13 (California Commerce Center - Phase IV) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 308,437
Total Special Tax Revenues $ 308,437

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 61,400
Bond Principal – 9/1/2023 $ 140,000
Bond Interest – 3/1/2024 $ 58,600
Administrative Expenses $ 26,070
Total Expenditures $ 286,070

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Original Funding Sources and Usage of Bond Proceeds
The following table s show the Original Funding Sources and Usage of the Series 20 08 and Series 2021 Bond Proceeds, and the June 30, 2024, ending account balances. The amounts levied pay the administrative expenses and the annual debt service payments (principal and interest).

Original Funding Sources and Usage of Bond Proceeds Series 2008 Series 2021 Issued 7/16/2008 Issued 6/16/2021
Funding Sources:

Principal Amount of the Bonds $ 4,635,000 $ 3,205,000 Original Issue Premium/(Discount) $ (70,951) $ 408,487 Funds from Series 2008 Bond Accounts $ - $ 893,149 Total $ 4 ,564,049 $ 4,506,636

Usage:

Acquisition and Construction Account $ 3,887,060 $ - Escrow Account $ - $ 3,720,544 Reserve Account $ 340,336 $ 266,000 Capitalized Interest Account $ 34,032 $ 26,708 Administrative Expense Account $ - $ 225,850 Cost of Issuance Account $ 302,620 $ 267,533 Total $ 4,564,049 $ 4,506,636
Ending Balance
Series 2008: Bonds Paid out- No longer Active
Series 2021:

Account 6/30/2024
Reserve $ 270,419
Interest $ 28
Administrative Expense $ 236,394
Total $ 506,841

Project Status
All improvements funded by the original 2008 Bond series are complete. There were no Improvement/Construction Funds associated with the refunding of the bonds in the District. 299
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Community Facilities District No. 24
Park Place Facilities Phase 1
Location
Community Facilities District No. 24 (Park Place Facilities Phase 1 ) is located east of Archibald Avenue, west of Haven Avenue, generally south of Merrill Avenue and north of Bellegrave Avenue.

CFD No. 24 is a Facilities CFD comprised of approximately 175 acres of residential development.

Authorized Facilities and Bonds
CFD No. 24 (Park Place Facilities Phase 1) was formed to finance major public improvements which include water and recycled water system facilities, sewer system facilities, fiber optic system facilities, streets and traffic circulation system facilities and public park facilities for the benefit of residents within the district. The District has one series of bonds: The Park Place Facilities Phase 1 Special Tax Bonds, Series 2016.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 24 (Park Place Facilities Phase 1) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,065,089
Special Tax- Penalty $ 6,170
Special Tax- Prior $ 18,420
Total Special Tax Revenues $ 1,089,680

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 315,735
Bond Principal – 9/1/2023 $ 360,000
Bond Interest – 3/1/2024 $ 308,534
Administrative Expenses $ 72,827
Trustee Administrative Expense $ 2,100 Total Expenditures $ 1,059,196

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2016 Bond Proceeds, and the June 30, 202 4, ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2016
Issued
9/8/2016
Funding Sources:

Principal Amount of the Bonds $ 16,135,000
Original Issue Premium/(Discount) $ 1,975,230
Underwriter’s Discount $ (201,695)
Total $ 17,908,535

Usage:

SL Ontario Acquisition Account $ 3,437,725
City Facilities Account $ 3,093,341
Reserve Account $ 995,469
Administrative Expense Account $ 15,000
Cost of Issuance Account $ 367,000
Total $ 17,908,535
Ending Balance
Account 6/30/2024
City Facilities $ 120,923
Administrative Expense $ 197,874
Reserve $ 991,107
Total $ 1,309,904

Project Status
The construction of facilities is ongoing.

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Community Facilities District No. 25
Park Place Facilities Phase II
Location
Community Facilities District No. 25 (Park Place Facilities Phase II) is located east of Archibald Avenue, west of Celebration Avenue, south of Parkview Street and north of Merrill Avenue . CFD No. 25 is a Facilities CFD comprised of approximately 54 acres of residential development.

Authorized Facilities and Bonds
CFD No. 25 (Park Place Facilities Phase II) was formed to finance major public improvements which include street improvements and public park improvements for the benefit of residents within the district. The District has one series of bonds: The Park Place Facilities Phase II Special Tax Bonds, Series 2019.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 25 (Park Place Facilities Phase II) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 662,023
Special Tax- Penalty $ 6,069
Special Tax- Prior $ 18,855
Total Special Tax Revenues $ 686,946

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 183,838
Bond Principal – 9/1/2023 $ 155,000
Bond Interest – 3/1/2024 $ 179,962
Administrative Expenses $ 47,670
Trustee Administrative Expense $ 2,350 Total Expenditures $ 568,820

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2019 Bond Proceeds, and the June 30, 202 4, ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2019
Issued
1/24/2019
Funding Sources:

Principal Amount of the Bonds $ 8,615,000
Original Issue Premium/(Discount) $ 392,946
Underwriter’s Discount $ (102,538)
Total $ 8,905,408

Usage:

SL Ontario Acquisition Account $ 5,320,555
NMC Acquisition Account $ 2,785,853
Reserve Account $ 525,000
Administrative Expense Account $ 40,000
Cost of Issuance Account $ 234,000
Total $ 8,905,408
Ending Balance
Account 6/30/2024
City Facilities $ 242,626
Administrative Expense $ 111,267
Reserve $ 533,722
Total $ 887,615

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 26
Park Place Facilities Phase III
Location
Community Facilities District No. 26 (Park Place Facilities Phase III) is located east of Celebration Avenue, west of Haven Avenue, south of Parkview Street and north of Merrill Avenue. CFD No. 26 is a Facilities CFD comprised of approximately 33 acres of residential development.

Authorized Facilities and Bonds
CFD No. 26 (Park Place Facilities Phase II I) was formed to finance major public improvements which include water and recycled water system facilities, fiber optic system facilities, and storm drain collection system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Park Place Facilities Phase III Special Tax Bonds, Series 2019.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 26 (Park Place Facilities Phase III) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 673,932
Special Tax- Penalty $ 4,123 Special Tax- Prior $ 13,260
Total Special Tax Revenues $ 691,315

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 188,050 Bond Principal – 9/1/2023 $ 160,000 Bond Interest – 3/1/2024 $ 184,850 Administrative Expenses $ 48,712 Trustee Administrative Expense $ 2,350 Total Expenditures $ 583,962

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2019 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2019
Issued
9/18/2019
Funding Sources:

Principal Amount of the Bonds $ 8,835,000
Original Issue Premium/(Discount) $ 1,289,934
Underwriter’s Discount $ (107,470)
Total $ 10,017,464

Usage:

SL Ontario Acquisition Account $ 1,768,152
NMC Acquisition Account $ 7,498,412
Reserve Account $ 540,900
Cost of Issuance Account $ 210,000
Total $ 10,017,464
Ending Balance
Account 6/30/2024
City Facilities $ 211,828
Administrative Expense $ 91,860
Reserve $ 549,886
Total $ 853,574

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 28
New Haven Facilities – Area A
Location
Community Facilities District No. 28 (New Haven Facilities – Area A) is located generally east of Turner Avenue, west of Haven Avenue, south of Schaefer Avenue and north of Ontario Ranch Road. CFD No. 2 8 is a Facilities CFD comprised of approximately 53 acres of residential development.

Authorized Facilities and Bonds
CFD No. 28 (New Haven Facilities – Area A) was formed to finance major public improvements which include water and recycled water system facilities, fiber optic system facilities, sewer collection system facilities and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The New Haven Facilities – Area A Special Tax Bonds, Series 2017.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 2 8 (New Haven Facilities – Area A) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 676,213
Special Tax- Penalty $ 669
Special Tax- Prior $ 5,144
Total Special Tax Revenues $ 682,025

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 183,647
Bond Principal – 9/1/2023 $ 195,000
Bond Interest – 3/1/2024 $ 179,747
Administrative Expenses $ 49,117
Trustee Administrative Expense $ 2,500 Total Expenditures $ 610,011

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us ages of the Series 2017 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2017
Issued
3/29/2017
Funding Sources:

Principal Amount of the Bonds $ 9,010,000
Original Issue Premium/(Discount) $ 37,567
Underwriter’s Discount $ (112,625)
Total $ 8,934,942

Usage:

BrookCal Ontario Acquisition Account $ 4,457,345 NMC Acquisition Account $ 3,692,607
Reserve Account $ 562,800
Administrative Expense Account $ 20,190
Cost of Issuance Account $ 202,000
Total $ 8,934,942
Ending Balance
Account 6/30/2024
City Facilities $ 199,500
Administrative Expense $ 221,460
Reserve $ 562,800
Total $ 983,760

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 30
New Haven Facilities – Area B
Location
Community Facilities District No. 30 (New Haven Facilities – Area B) is located generally east of Turner Avenue, west of Haven Avenue, south of Schaefer Avenue and north of Ontario Ranch Road. CFD No. 30 is a Facilities CFD comprised of approximately 5 8 acres of residential development.

Authorized Facilities and Bonds
CFD No. 30 (New Haven Facilities – Area B) was formed to finance major public improvements which include water and recycled water system facilities, fiber optic system facilities, sewer collection system facilities and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The New Haven Facilities – Area B Special Tax Bonds, Series 2017.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 30 (New Haven Facilities – Area B) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 957,030
Special Tax- Penalty $ 1,631
Special Tax- Prior $ 5,413
Total Special Tax Revenues $ 964,074

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 247,210 Bond Principal – 9/1/2023 $ 300,000 Bond Interest – 3/1/2024 $ 241,209 Administrative Expenses $ 83,234 Trustee Administrative Expense $ 2,350 Total Expenditures $ 874,003

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2017 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2017
Issued
12/20/2017
Funding Sources:

Principal Amount of the Bonds $ 14,000,000
Original Issue Premium/(Discount) $ 337,809
Underwriter’s Discount $ (175,000)
Total $ 14,162,809

Usage:

BrookCal Ontario Acquisition Account $ 2,672,949 City Facilities Account $ 10,353,320
Reserve Account $ 797,419
Administrative Expense Account $ 84,121
Cost of Issuance Account $ 255,000
Total $ 14,162,809
Ending Balance
Account 6/30/2024
City Facilities $ 307,839
Administrative Expense $ 76,468
Reserve $ 810,666
Total $ 1,194,973

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 33
Archibald/Schaefer - Facilities
Location
Community Facilities District No. 3 3 (Archibald/Schaefer - Facilities) is located east of Archibald Avenue, west of Turner Avenue, south of Schaefer Avenue and north of La Avenida Drive . CFD No. 33 is a Facilities CFD comprised of approximately 50 acres of residential development.

Authorized Facilities and Bonds
CFD No. 33 (Archibald/Schaefer - Facilities) was formed to finance major public improvements which include water and recycled water system facilities, fiber optic system facilities and street and traffic circulation system facilities improvements for the benefit of residents within the district.

The District has one series of bonds: The Archibald/Schaefer - Facilities Special Tax Bonds, Series 2019.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 3 3 (Archibald/Schaefer - Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 500,106
Special Tax- Penalty $ 589
Special Tax- Prior $ 2,678
Total Special Tax Revenues $ 503,373

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 132,025
Bond Principal – 9/1/2023 $ 110,000 Bond Interest – 3/1/2024 $ 129,825
Administrative Expenses $ 37,776
Trustee Administrative Expense $ 2,350 Total Expenditures $ 411,976

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Original Funding Sources and Usage of Bond Proceeds
Series 2019
Issued
10/17/2019
Funding Sources:

Principal Amount of the Bonds $ 5,990,000
Original Issue Premium/(Discount) $ 867,384
Underwriter’s Discount $ (77,306)
Total $ 6,780,078

Usage:

Western Pacific Acquisition Account $ 2,620,316
NMC Acquisition Account $ 3,556,512
Reserve Account $ 375,250
Cost of Issuance Account $ 228,000
Total $ 6,780,078
Ending Balance
Account 6/30/2024
City Facilities $ 143,612
Administrative Expense $ 209,528
Reserve $ 381,484
Total $ 734,624

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 34
Countryside Phase I North - Facilities
Location
Community Facilities District No. 34 (Countryside Phase 1 North - Facilities) is located east of the Cucamonga Creek Channel, west of Archibald Avenue, south of Riverside Drive and north of Chino Avenue. CFD No. 34 is a Facilities CFD comprised of approximately 50 acres of residential development.

Authorized Facilities and Bonds
CFD No. 34 (Countryside Phase 1 North - Facilities) was formed to finance major public improvements which include water and recycled water system facilities, fiber optic system facilities, streets and traffic circulation system facilities, and storm drain facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Countryside Phase 1 North - Facilities Special Tax Bonds, Series 2018.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 3 4 (Countryside Phase 1 North - Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 533,627
Total Special Tax Revenues $ 533,627

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 142,203
Bond Principal – 9/1/2023 $ 170,000
Bond Interest – 3/1/2024 $ 139,653
Administrative Expenses $ 40,019
Trustee Administrative Expense $ 2,350 Total Expenditures $ 494,226

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2018 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2018
Issued
2/14/2018
Funding Sources:

Principal Amount of the Bonds $ 7,920,000
Original Issue Premium/(Discount) $ 177,447
Underwriter’s Discount $ (78,980)
Total $ 8,018,467

Usage:

Forestar Acquisition Account $ 7,279,247
Reserve Account $ 454,800
Interest Account $ 59,420
Cost of Issuance Account $ 225,000
Total $ 8,018,467
Ending Balance
Account 6/30/2024
City Facilities $ 24,702
Administrative Expense $ 220,252
Reserve $ 462,356
Cost of Issuance $ 6,631
Total $ 713,941

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 35
Countryside Phase II Facilities
Location
Community Facilities District No. 35 (Countryside Phase 2 Facilities) is located east of Cucamonga Creek Channel, west of Archibald Avenue, south of Chino Avenue and north of Schaffer Avenue.

CFD No. 35 is a Facilities CFD comprised of approximately 78 acres of residential development.

Authorized Facilities and Bonds
CFD No. 35 (Countryside Phase 2 Facilities ) was formed to finance major public improvements which include water and recycled water system facilities, sewer system facilities, fiber optic system facilities and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District plans to issue the Countryside Phase 2 Tax Bonds in July 2024.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 3 5 (Countryside Phase 2 Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 278,294
Total Special Tax Revenues $ 278,294

FY 2023-24 Expenditures
Administrative Expenses $ 21,076
Total Expenditures $ 21,076

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 38
Park & Turner NE Facilities
Location
Community Facilities District No. 38 (Park & Turner NE Facilities) is located east of Turner Avenue, west of Haven Avenue, south of Ontario Ranch Road and north of Eucalyptus Avenue . CFD No. 38 is a Facilities CFD comprised of approximately 49 acres of residential development.

Authorized Facilities and Bonds
CFD No. 38 (Park & Turner NE Facilities ) was formed to finance major public improvements which include water and recycled water system facilities, sewer system facilities, fiber optic system facilities and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Park & Turner NE Facilities Special Tax Bonds, Series 2019.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 3 8 (Park & Turner NE Facilities ) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 794,309
Special Tax- Penalty $ 830
Special Tax- Prior $ 5,129
Total Special Tax Revenues $ 800,268

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 225,985
Bond Principal – 9/1/2023 $ 195,000
Bond Interest – 3/1/2024 $ 222,084
Administrative Expenses $ 55,862
Total Expenditures $ 698,931

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Original Funding Sources and Usage of Bond Proceeds
Series 2019
Issued
4/11/2019
Funding Sources:

Principal Amount of the Bonds $ 10,450,000
Original Issue Premium/(Discount) $ 900,112
Underwriter’s Discount $ (122,725)
Total $ 11,227,387

Usage:

Lennar Acquisition Account $ 2,490,319
NMC Acquisition Account $ 7,855,067
Reserve Account $ 648,000
Cost of Issuance Account $ 234,000
Total $ 11,227,387
Ending Balance
Account 6/30/2024
City Facilities $ 248,046
Administrative Expense $ 141,638
Reserve $ 658,765
Total $ 1,084,449

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 39
New Haven Facilities – Area C
Location
Community Facilities District No. 39 (New Haven Facilities – Area C ) is located east of Turner Avenue, west of Haven Avenue, north of Edison Avenue and south of Ontario Ranch Road. CFD No. 39 is a Facilities CFD comprised of approximately 22 acres of residential development.

Authorized Facilities and Bonds
CFD No. 39 (New Haven Facilities – Area C) was formed to finance major public improvements which include water and recycled water system facilities, fiber optic system facilities, sewer collection system facilities and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The New Haven Facilities – Area C Special Tax Bonds, Series 2019.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 3 9 (New Haven Facilities – Area C) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 404,667
Special Tax- Penalty $ 263
Special Tax- Prior $ 2,291
Total Special Tax Revenues $ 407,221

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 94,050
Bond Principal – 9/1/2023 $ 105,000
Bond Interest – 3/1/2024 $ 92,934
Administrative Expenses $ 32,049
Trustee Administrative Expense $ 2,350 Total Expenditures $ 326,384

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Original Funding Sources and Usage of Bond Proceeds
Series 2019
Issued
2/26/2019
Funding Sources:

Principal Amount of the Bonds $ 5,115,000
Original Issue Premium/(Discount) $ 13,203
Underwriter’s Discount $ (68,181)
Total $ 5,060,022

Usage:

BrookCal Ontario Acquisition Account $ 1,876,127 NMC Acquisition Account $ 2,621,307
Reserve Account $ 295,588
Administrative Expense Account $ 40,000
Cost of Issuance Account $ 227,000
Total $ 5,060,022
Ending Balance
Account 6/30/2024
City Facilities $ 112,751
Administrative Expense $ 271,031
Reserve $ 300,498
Total $ 684,280

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 40
Emerald Park Facilities
Location
Community Facilities District No. 40 (Emerald Park Facilities) is located east of Archibald Avenue, west of Broadway Avenue, south of La Avenida Drive and north of Ontario Ranch Road. CFD No. 40 is a Facilities CFD comprised of approximately 24 acres of residential development.

Authorized Facilities and Bonds
CFD No. 40 (Emerald Park Facilities ) was formed to finance major public improvements which include fiber optic system facilities, and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds:

The Emerald Park Facilities Special Tax Bonds, Series 2020.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 40 (Emerald Park Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 493,723
Special Tax- Penalty $ 238
Special Tax- Prior $ 1,254
Total Special Tax Revenues $ 495,215

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 121,225
Bond Principal – 9/1/2023 $ 125,000
Bond Interest – 3/1/2024 $ 119,350
Administrative Expenses $ 54,210
Trustee Administrative Expense $ 2,350 Total Expenditures $ 422,135

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2020 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2020
Issued
8/13/2020
Funding Sources:

Principal Amount of the Bonds $ 6,340,000
Original Issue Premium/(Discount) $ 663,463
Underwriter’s Discount $ (79,369)
Total $ 6,924,094

Usage:

BrookCal Ontario Acquisition Account $ 3,444,588 NMC Acquisition Account $ 2,910,106
Reserve Account $ 369,400
Cost of Issuance Account $ 200,000
Total $ 6,924,094
Ending Balance
Account 6/30/2024
BrookCal Ontario Acquisition $ 1,230,722
NMC Acquisition $ 113
City Facilities $ 100,384
Administrative Expense $ 90,971
Reserve $ 375,531
Total $ 1,797,721

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 41
Canvas Park Facilities
Location
Community Facilities District No. 41 (Canvas Park Facilities) is located east of Haven Avenue, west of Hamner Avenu e, north of Ontario Ranch Road and south of Chino Avenue . CFD No. 4 1 is a Facilities CFD comprised of approximately 45 acres of residential development.

Authorized Facilities and Bonds
CFD No. 41 (Canvas Park Facilities ) was formed to finance major public improvements which include fiber optic system facilities, and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds:

The Canvas Park Facilities Special Tax Bonds, Series 2022.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 4 1 (Canvas Park Facilities ) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 958,093
Special Tax- Penalty $ 414
Special Tax- Prior $ 3,371
Total Special Tax Revenues $ 961,878

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 273,500
Bond Principal – 9/1/2023 $ 245,000
Bond Interest – 3/1/2024 $ 268,600
Administrative Expenses $ 65,688
Trustee Administrative Expense $ 2,350 Total Expenditures $ 855,138

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 202 3 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2022
Issued
2/10/2022
Funding Sources:

Principal Amount of the Bonds $ 13,845,000
Original Issue Premium/(Discount) $ 1,430,783
Underwriter’s Discount $ (156,588)
Total $ 15,119,195

Usage:

BrookCal Ontario Acquisition Account $ 6,000,000 NMC Acquisition Account $ 8,069,195
Reserve Account $ 793,000
Cost of Issuance Account $ 257,000
Total $ 15,119,195
Ending Balance
Account 6/30/2024
BrookCal Ontario Acquisition $ 2,268,673
NMC Acquisition $ 98
City Facilities $ 56,169
Administrative Expense $ 98,254
Reserve $ 806,174
Total $ 3,229,368

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 42
West Haven
Location
Community Facilities District No. 42 (West Haven) is located east of Turner Avenue, west of Haven Avenue, south of Riverside Drive and north of Schaefer Avenue. CFD No. 42 is a Facilities CFD comprised of approximately 47 acres of residential development.

Authorized Facilities and Bonds
CFD No. 42 (West Haven) was formed to finance major public improvements which include water and recycled water system facilities, sewer system facilities, streets and traffic circulation system facilities, storm drain system facilities, and fiber optic system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The West Haven Special Tax Bonds, Series 2022.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 42 (West Haven) from July 1, 202 3 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 586,857
Special Tax- Penalty $ 1,270
Special Tax- Prior $ 9,928
Total Special Tax Revenues $ 598,055

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 172,532 Bond Principal – 9/1/2023 $ 110,000 Bond Interest – 3/1/2024 $ 169,781 Administrative Expenses $ 40,429 Total Expenditures $ 492,742

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2022 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2022
Issued
6/30/2022
Funding Sources:

Principal Amount of the Bonds $ 7,085,000
Original Issue Premium/(Discount) $ 53,628
Underwriter’s Discount $ (98,763)
Total $ 7,039,865

Usage:

STG Communities Acquisition Account $ 3,724,033
NMC Acquisition Account $ 2,624,832
Reserve Account $ 457,000
Cost of Issuance Account $ 234,000
Total $ 7,039,865
Ending Balance
Account 6/30/2024
STG Communities Acquisition $ 4,030,933
NMC Acquisition $ 37,663
City Facilities $ 19,759
Administrative Expense $ 67,631
Reserve $ 464,592
Total $ 4,620,578

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 43
Park Place Facilities Phase IV
Location
Community Facilities District No. 43 (Park Place Facilities Phase IV) is located east of Parkplace Avenue, west of Haven Avenue, south of Eucalyptus Avenue and north of Parkview Street. CFD No. 43 is a Facilities CFD comprised of approximately 60 acres of residential development.

Authorized Facilities and Bonds
CFD No. 43 (Park Place Facilities Phase IV ) was formed to finance major public improvements which include fiber optic system facilities, and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds:

The Park Place Facilities Phase IV Special Tax Bonds, Series 2020.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 43 (Park Place Facilities Phase IV) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,084,868
Special Tax- Penalty $ 3,700
Special Tax- Prior $ 19,996
Total Special Tax Revenues $ 1,108,564

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 300,250 Bond Principal – 9/1/2023 $ 310,000 Bond Interest – 3/1/2024 $ 294,050 Administrative Expenses $ 73,640 Total Expenditures $ 977,940

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Original Funding Sources and Usage of Bond Proceeds
Series 2020
Issued
7/30/2020
Funding Sources:

Principal Amount of the Bonds $ 15,795,000
Original Issue Premium/(Discount) $ 1,451,279
Underwriter’s Discount $ (174,619)
Total $ 17,071,660

Usage:

SL Ontario Acquisition Account $ 5,227,828
NMC Acquisition Account $ 10,718,331
Reserve Account $ 912,500
Cost of Issuance Account $ 213,000
Total $ 17,071,660
Ending Balance
Account 6/30/2024
City Facilities $ 1,280,263
Administrative Expense $ 82,734
Reserve $ 927,339
Total $ 2,290,336

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 46
Avenue 176 Facilities
Location
Community Facilities District No. 4 6 (Avenue 176 Facilities ) is located east of Archibald Avenue, west of Turner Avenue, south of La Avenida Drive and north of Ontario Ranch Road. CFD No. 46 is a Facilities CFD comprised of approximately 37 acres of residential development.

Authorized Facilities and Bonds
CFD No. 46 (Avenue 176 Facilities ) was formed to finance major public improvements which include fiber optic system facilities, and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds:

The Avenue 176 Facilities Special Tax Bonds, Series 2021.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 46 (Avenue 176 Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 540,058
Special Tax- Penalty $ 589 Special Tax- Prior $ 5,124
Total Special Tax Revenues $ 545,771

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 139,325 Bond Principal – 9/1/2023 $ 135,000 Bond Interest – 3/1/2024 $ 137,300 Administrative Expenses $ 40,426 Total Expenditures $ 452,051

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2021 Bond Proceeds, and the June 30, 202 4 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Sources and Uses of Bond Proceeds
Series 2021
Issued
5/13/2021
Funding Sources:

Principal Amount of the Bonds $ 7,130,000
Original Issue Premium/(Discount) $ 878,991
Underwriter’s Discount $ (88,969)
Total $ 7,920,022

Usage:

Lennar Acquisition Account $ 1,291,641
NMC Acquisition Account $ 5,974,981
Reserve Account $ 414,400
Cost of Issuance Account $ 239,000
Total $ 7,920,022
Ending Balance
Account 6/30/2024
Lennar Acquisition $ 285,728
NMC Acquisition $ 53
City Facilities $ 109,748
Administrative Expense $ 82,477
Reserve $ 421,285
Total $ 899,291

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 53
Tevelde Facilities
Location
Community Facilities District No. 53 (Tevelde Facilities) is located east of Cucamonga Channel, west of Archibald Avenue, south of Eucalyptus Avenue, and north of Merrill Avenue. CFD No. 53 is a Facilities CFD comprised of approximately 87 acres of residential development.

Authorized Facilities and Bonds
CFD No. 53 (Tevelde Facilities) was formed to finance major public improvements which include water and recycled water system facilities, streets and traffic circulation system facilities, storm drain system facilities, and fiber optic system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Tevelde Facilities Special Tax Bonds, Series 2021.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 53 (Tevelde Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,471,749
Special Tax- Penalty $ 1,177
Special Tax- Prior $ 6,899
Total Special Tax Revenues $ 1,479,826

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 429,100 Bond Principal – 9/1/2023 $ 405,000 Bond Interest – 3/1/2024 $ 421,000 Administrative Expenses $ 97,178 Total Expenditures $ 1,352,278

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Us age of the Series 2021 Bond Proceeds, and the June 30, 2024 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2021
Issued
8/26/2021
Funding Sources:

Principal Amount of the Bonds $ 21,455,000
Original Issue Premium/(Discount) $ 3,172,006
Underwriter’s Discount $ (229,988)
Total $ 24,397,018

Usage:

LS-Ontario Acquisition Account $ 4,579,246
NMC Acquisition Account $ 18,302,372
Reserve Account $ 1,265,400
Cost of Issuance Account $ 250,000
Total $ 24,397,018
Ending Balance
Account 6/30/2024
City Facilities $ 200,984
Administrative Expense $ 53,792
Reserve $ 1,286,422
Total $ 1,541,198

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 54
Esperanza Facilities
Location
Community Facilities District No. 54 (Esperanza Facilities) is located west of Hamner Avenue, east of Mill Creek Avenue, south of Chatham Street and north of Eucalyptus Avenue. CFD No. 54 is a Facilities CFD comprised of approximately 26 acres of residential development.

Authorized Facilities and Bonds
CFD No. 54 (Esperanza Facilities) was formed to finance major public improvements which include streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Esperanza Facilities Special Tax Bonds, Series 2022.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 5 4 (Esperanza Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 460,004
Total Special Tax Revenues $ 460,004

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 139,663 Bond Principal – 9/1/2023 $ 100,000 Bond Interest – 3/1/2024 $ 137,662 Administrative Expenses $ 35,839 Total Expenditures $ 413,164

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Original Funding Sources and Usage of Bond Proceeds
Series 2022
Issued
5/12/2022
Funding Sources:

Principal Amount of the Bonds $ 6,135,000
Original Issue Premium/(Discount) $ 83,830
Underwriter’s Discount $ (81,913)
Total $ 6,136,918

Usage:

GDC/CDG Esperanza Acquisition Account $ 859,769 NMC Acquisition Account $ 4,653,724
Reserve Account $ 381,425
Cost of Issuance Account $ 242,000
Total $ 6,136,918
Ending Balance
Account 6/30/2024
GDC/CDG Esperanza Acquisition $ 129,539
NMC Acquisition $ 11,241
City Facilities $ 12,939
Administrative Expense $ 101,341
Reserve $ 387,762
Total $ 642,822

Project Status
The construction and acquisition of facilities is ongoing.

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Community Facilities District No. 66
Olive & Oleander Facilities
Location
Community Facilities District No. 66 (Olive & Oleander Facilities ) is located east of Mill Creek Avenue, west of Hamner Avenue, south of Ontario Ranch Road and north of Edison Avenue. CFD No. 66 is a Facilities CFD comprised of approximately 108 acres of residential development.

Authorized Facilities and Bonds
CFD No. 66 (Olive & Oleander Facilities) was formed to finance major public improvements which include water and recycled water system facilities, sewer system facilities, fiber optic system facilities and streets and traffic circulation system facilities improvements for the benefit of residents within the district. The District plans to issue the Olive & Oleander Tax Bonds in July 2024.

Funds Collected and Expended
The table below shows the amount of special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 66 (Olive & Oleander Facilities) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 409,226
Total Special Tax Revenues $ 409,226

FY 2023-24 Expenditures
Administrative Expenses $ 28,781
Total Expenditures $ 28,781

Project Status
The construction and acquisition of facilities is ongoing.

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City of Ontario
Summary of Facilities Community Facilities Districts
Special Taxes Levied and Expended for Fiscal Year 2023-24 (As Required by CA Govt. Code Section 50075.3 and 53411)

CFD
No. CFD Name
Fund
2023-24
Special Tax
Current
2023-24
Special Tax
Penalty
2023-24
Special Tax
Prior
2023-24 Total
Special Tax
Revenue Debt Service
Administrative
Expenses
Trustee
Administrative
Expense
2023-24 Total
Expenditures
13 California Commerce Center- Phase IV 8610 308,437$ -$ -$ 308,437$ 260,000$ 26,070$ -$ 286,070$ 24 Park Place Facilities Phase 1 8620 1,065,089$ 6,170$ 18,421$ 1,089,680$ 984,269$ 72,827$ 2,100$ 1,059,196$ 25 Park Place Facilities Phase II 8620 662,023$ 6,069$ 18,855$ 686,946$ 518,800$ 47,670$ 2,350$ 568,820$ 26 Park Place Facilities Phase III 8620 673,932$ 4,123$ 13,260$ 691,315$ 532,900$ 48,712$ 2,350$ 583,962$ 28 New Haven Facilities - Area A 8620 676,213$ 669$ 5,144$ 682,025$ 558,394$ 49,117$ 2,500$ 610,011$ 30 New Haven Facilities - Area B 8620 957,030$ 1,631$ 5,413$ 964,074$ 788,419$ 83,234$ 2,350$ 874,003$ 33 Archibald/Schaefer - Facilities 8620 500,106$ 589$ 2,678$ 503,373$ 371,850$ 37,776$ 2,350$ 411,976$ 34 Countryside Phase 1 North - Facilities 8620 533,627$ -$ -$ 533,627$ 451,856$ 40,019$ 2,350$ 494,226$ 35 Countryside Phase 2 8620 278,294$ -$ -$ 278,294$ -$ 21,076$ -$ 21,076$ 38 Park & Turner NE Facilities 8620 794,309$ 830$ 5,129$ 800,268$ 643,069$ 55,862$ -$ 698,931$ 39 New Haven Facilities - Area C 8620 404,667$ 263$ 2,291$ 407,221$ 291,984$ 32,049$ 2,350$ 326,384$ 40 Emerald Park Facilities 8620 493,723$ 238$ 1,254$ 495,215$ 365,575$ 54,210$ 2,350$ 422,135$ 41 Canvas Park Facilities 8620 958,093$ 414$ 3,371$ 961,878$ 787,100$ 65,688$ 2,350$ 855,138$ 42 West Haven 8620 586,857$ 1,270$ 9,928$ 598,055$ 451,313$ 40,429$ -$ 491,741$ 43 Park Place Facilities Phase IV 8620 1,084,868$ 3,700$ 19,996$ 1,108,564$ 904,300$ 73,640$ -$ 977,940$ 46 Avenue 176 Facilities 8620 540,058$ 589$ 5,124$ 545,771$ 411,625$ 40,426$ -$ 452,051$ 53 Tevelde Facilities 8620 1,471,749$ 1,177$ 6,899$ 1,479,826$ 1,255,100$ 97,178$ -$ 1,352,278$ 54 Esperanza Facilities 8620 460,004$ -$ -$ 460,004$ 377,325$ 35,839$ -$ 413,164$ 66 Olive & Oleander 8620 409,226$ -$ -$ 409,226$ -$ 28,781$ -$ 28,781$ Total 12,449,080$ 27,734$ 117,761$ 12,594,575$ 9,953,878$ 921,822$ 23,400$ 10,899,100$ 334
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Ontario Services and Facilities CFDs

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Community Facilities District No. 31
Carriage House / Amberly Lane
Location
Community Facilities District No. 31 (Carriage House / Amberly Lane) is located east of Turner Avenue, west of Haven Avenue, south of Chino Avenue and north of Schaefer Avenue. CFD No. 31 is a combination Facilities (Special Tax A) and Services (Special Tax B) CFD comprised of approximately 31 acres of residential development, which also provides for ongoing City Services.

Authorized Facilities and Bonds
CFD No. 31 (Carriage House / Amberly Lane) was formed to finance major public improvements which include water and recycled water system facilities, streets and traffic circulation system facilities, and fiber optic system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Carriage House / Amberly Lane Special Tax Bonds, Series 2017.

Special Tax A Funds Collected and Expended1
The table below shows the amount of facilities special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 31 (Carriage House / Amberly Lane) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 392,971
Total Special Tax Revenues $ 392,971

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 98,172
Bond Principal – 9/1/2023 $ 115,000
Bond Interest – 3/1/2024 $ 95,871
Administrative Expenses $ 31,250
Trustee Administrative Expense $ 2,815 Total Expenditures $ 343,108
1Special Tax A- Facilities

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Original Funding Sources and Usage of Bond Proceeds
Series 2017
Issued
8/24/2017
Funding Sources:

Principal Amount of the Bonds $ 5,075,000
Original Issue Premium/(Discount) $ 305,418
Underwriter’s Discount $ (63,438)
Total $ 5,316,981

Usage:

Lennar Acquisition Account $ 1,123,455
NMC Acquisition Account $ 3,687,388
Reserve Account $ 311,343
Cost of Issuance Account $ 194,796
Total $ 5,316,981
Ending Balance
Account 6/30/2024
City Facilities $ 23,051
Administrative Expense $ 262,714
Reserve $ 311,343
Total $ 597,108

Project Status
The construction and acquisition of facilities is ongoing.

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Special Tax B Funds Collected and Expended2
The table below shows the amount of special taxes collected and the expenditures made to fund the Special Districts Cost of Services and incidental expenses of CFD No. 31 (Carriage House / Amberly Lane) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 206,408
Total Special Tax Revenues $ 206,408

FY 2023-24 Expenditures
Special Districts Cost of Services $ 176,682 Administrative Expenses $ 34,701 Total Expenditures $ 211,383
2 Special Tax B- Services

Project Status
This CFD provides for ongoing City Services.

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Community Facilities District No. 45
Northpark and Countryside
Location
Community Facilities District No. 45 (Northpark and Countryside) is located west of Turner Avenue, east of Cucamonga Creek Channel, south of Riverside Drive and north of Parkview Street. CFD No. 45 is a combination Facilities (Special Tax A) and Services (Special Tax B) CFD comprised of approximately 46 acres of residential development, which also provides for ongoing City Services.

Authorized Facilities and Bonds
CFD No. 45 (Northpark and Countryside) was formed to finance major public improvements which include fiber optic system facilities, streets and traffic circulation system facilities, and storm drain facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Northpark and Countryside Special Tax Bonds, Series 2020.

Special Tax A Funds Collected and Expended1
The table below shows the amount of facilities special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 45 (Northpark and Countryside) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 633,492
Special Tax- Penalty $ 1,312
Special Tax- Prior $ 5,733
Total Special Tax Revenues $ 640,537

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 164,575 Bond Principal – 9/1/2023 $ 170,000 Bond Interest – 3/1/2024 $ 162,025 Administrative Expenses $ 46,449 Trustee Administrative Expense $ 2,350 Total Expenditures $ 545,399
1Special Tax A- Facilities

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Original Funding Sources and Usage of Bond Proceeds
Series 2020
Issued
11/05/2020
Sources:

Principal Amount of the Bonds $ 9,000,000
Original Issue Premium/(Discount) $ 625,340 Underwriter’s Discount $ (107,869)
Total $ 9,517,471

Usage:

KB Home Acquisition Account $ 1,811,371
NMC Acquisition Account $ 6,964,100
Reserve Account $ 504,000
Cost of Issuance Account $ 238,000
Total $ 9,517,471
Ending Balance
Account 6/30/2024
KB Home Acquisition $ 1,459,045
NMC Acquisition $ 63
City Facilities $ 143,259
Administrative Expense $ 95,489
Reserve $ 512,373
Total $ 2,210,229

Project Status
The construction and acquisition of facilities is ongoing.

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Special Tax B Funds Collected and Expended2
The table below shows the amount of special taxes collected and the expenditures made to fund the Special Districts Cost of Services and incidental expenses of CFD No. 45 (Northpark and Countryside) from July 1, 2023 through June 30, 2024. This CFD provides for ongoing City Services.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 344,252
Special Tax- Penalty $ 720
Special Tax- Prior $ 3,009
Total Special Tax Revenues $ 347,981

FY 2023-24 Expenditures
Special Districts Cost of Services $ 305,718 Administrative Expenses $ 39,376 Total Expenditures $ 345,094
2 Special Tax B- Services

Project Status
This CFD provides for ongoing City Services.

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Community Facilities District No. 55
Parklane
Location
Community Facilities District No. 55 (Parklane) is located west of Haven Avenue, east of Monarch Place, south of Parkview Street and north of Merrill Avenue. CFD No. 55 is a combination Facilities (Special Tax A) and Services (Special Tax B) CFD comprised of approximately 52 acres of residential development, which also provides for ongoing City Services.

Authorized Facilities and Bonds
CFD No. 55 (Parklane) was formed to finance major public improvements which include water and recycled water system facilities, streets and traffic circulation system facilities, and fiber optic system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Parklane Special Tax Bonds, Series 2022.

Special Tax A Funds Collected and Expended1
The table below shows the amount of facilities special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 55 (Parklane) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 743,893
Total Special Tax Revenues $ 743,893

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 234,875 Bond Principal – 9/1/2023 $ 90,000 Bond Interest – 3/1/2024 $ 232,625 Administrative Expenses $ 53,407 Trustee Administrative Expense $ 2,350 Total Expenditures $ 613,257
1Special Tax A- Facilities

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Original Funding Sources and Usage of Bond Proceeds
Series 2022
Issued
12/14/2022
Funding Sources:

Principal Amount of the Bonds $ 9,395,000
Original Issue Premium/(Discount) $ 126,402 Underwriter’s Discount $ (121,375)
Total $ 9,400,027

Usage:

Lennar Acquisition Account $ 4,018,031
NMC Acquisition Account $ 4,526,746
Reserve Account $ 608,250
Cost of Issuance Account $ 247,000
Total $ 9,400,027
Ending Balance
Account 6/30/2024
Lennar Acquisition $ 4,305,169
NMC Acquisition $ 4,985,590
City Facilities $ 22,119
Administrative Expense $ 55,737
Reserve $ 618,355
Total $ 9,986,970

Project Status
The construction and acquisition of facilities is ongoing.

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Special Tax B Funds Collected and Expended2
The table below shows the amount of special taxes collected and the expenditures made to fund the Special Districts Cost of Services and incidental expenses of CFD No. 55 (Parklane) from July 1, 2023 through June 30, 2024. This CFD provides for ongoing City Services.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 320,436
Total Special Tax Revenues $ 320,436

FY 2023-24 Expenditures
Special Districts Cost of Services $ 283,259 Administrative Expenses $ 38,620
Total Expenditures $ 321,880
2 Special Tax B- Services

Project Status
This CFD provides for ongoing City Services.

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Community Facilities District No. 56
Parkside/La Avenida
Location
Community Facilities District No. 56 (Parkside/La Avenida ) is relegated to three separate zone locations: Zone 1 is located south of Schaefer Avenue, east of Archibald Avenue, west of Turner Avenue and north of La Avenida Drive; Zone 2 is located south of Edison Avenue, east of Cucamonga Creek Channel, west of Archibald Avenue and north of Eucalyptus Avenue; Zone 3 is located south of Merrill Avenue, west of Haven Avenue, east of Archibald Avenue and north of the County Line Channel . CFD No. 56 is a combination Facilities (Special Tax A) and Services (Special Tax B) CFD comprised of approximately 51 acres of residential development, which also provides for ongoing City Services.

Authorized Facilities and Bonds
CFD No. 56 (Parkside/La Avenida ) was formed to finance major public improvements which include street improvements, water and sewer facilities, storm drain facilities and other public infrastructure improvements for the benefit of residents within the district. The District has one series of bonds: The Parkside/La Avenida Tax Bonds, Series 2023.

Special Tax A Funds Collected and Expended1
The table below shows the amount of facilities special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 56 (Parkside/La Avenida) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,206,354
Special Tax- Penalty $ 317 Special Tax- Prior $ 3,169
Total Special Tax Revenues $ 1,209,840

FY 2023-24 Expenditures
Bond Interest – 3/1/2024 $ 237,023 Administrative Expenses $ 81,997 Total Expenditures $ 319,020
1Special Tax A- Facilities

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Original Funding Sources and Usage of Bond Proceeds
The following table shows the Original Funding Sources and Usage of the Series 202 3 Bond Proceeds, and the June 30, 2024 ending account balances. The amounts levied pay the administrative expenses, debt service (principal and interest) and future infrastructure improvements funded or constructed by the City.

Original Funding Sources and Usage of Bond Proceeds
Series 2023
Issued
12/07/2023
Funding Sources:

Principal Amount of the Bonds $ 9,395,000
Original Issue Premium/(Discount) $ 126,402 Underwriter’s Discount $ (121,375)
Total $ 9,400,027

Usage:

Lennar Acquisition Account $ 4,018,031
NMC Acquisition Account $ 4,526,746
Reserve Account $ 608,250
Cost of Issuance Account $ 247,000
Total $ 9,400,027
Ending Balance
Account 6/30/2024
SC Acquisition $ 3,359,457
NMC Acquisition (Tax Zone 1) $ 82 NMC Acquisition (Tax Zone 2) $ 5,156,607
NMC Acquisition (Tax Zone 3) $ 165
City Park $ 5,660,679
Cost of Issuance $ 8,072
Reserve $ 1,344,716
Total $ 15,529,779

Project Status
The construction and acquisition of facilities is ongoing

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Special Tax B Funds Collected and Expended2
The table below shows the amount of special taxes collected and the expenditures made to fund the Special Districts Cost of Services and incidental expenses of CFD No. 56 (Parkside/La Avenida) from July 1, 2023 through June 30, 2024. This CFD provides for ongoing City Services.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 355,800
Total Special Tax Revenues $ 355,800

FY 2023-24 Expenditures
Special Districts Cost of Services $ 311,088 Administrative Expenses $ 39,659
Total Expenditures $ 350,747
2 Special Tax B- Services

Project Status
This CFD provides for ongoing City Services.

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Community Facilities District No. 57
Neuhouse
Location
Community Facilities District No. 57 (Neuhouse) is located west of Mill Creek Avenue, east of Haven Avenue, generally north of Peckham Paseo and south of Chino Avenue . CFD No. 57 is a combination Facilities (Special Tax A) and Services (Special Tax B) CFD comprised of approximately 30 acres of residential development, which also provides for ongoing City Services.

Authorized Facilities and Bonds
CFD No. 57 (Neuhouse) was formed to finance major public improvements which water and recycled water system facilities, sewer system facilities, storm drain system facilities, streets and traffic circulation system facilities, and fiber optic system facilities improvements for the benefit of residents within the district. The District has one series of bonds: The Neuhouse Special Tax Bonds, Series 2022.

Special Tax A Funds Collected and Expended1
The table below shows the amount of facilities special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 57 (Neuhouse) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 969,777
Special Tax- Penalty $ 560 Special Tax- Prior $ 4,871
Total Special Tax Revenues $ 975,208

FY 2023-24 Expenditures
Bond Interest – 9/1/2023 $ 303,925 Bond Principal – 9/1/2023 $ 120,000 Bond Interest – 3/1/2024 $ 300,925 Administrative Expenses $ 63,085 Trustee Administrative Expense $ 2,350 Total Expenditures $ 790,285
1Special Tax A- Facilities

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Original Funding Sources and Usage of Bond Proceeds Series 2022 Issued 9/15/2022
Funding Sources:

Principal Amount of the Bonds $ 12,915,000
Original Issue Premium/(Discount) $ 66,247 Underwriter’s Discount $ (155,563)
Total $ 12,825,684

Usage:

LS-Ontario II Acquisition Account $ 5,215,246
NMC Acquisition Account $ 6,541,888
Reserve Account $ 818,550
Cost of Issuance Account $ 250,000
Total $ 12,825,684
Ending Balance
Account 6/30/2024
City Facilities $ 41,180
Administrative Expense $ 42,788
Reserve $ 832,149
Total $ 916,117

Project Status
The construction and acquisition of facilities is ongoing.

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Special Tax B Funds Collected and Expended2
The table below shows the amount of special taxes collected and the expenditures made to fund the Special Districts Cost of Services and incidental expenses of CFD No. 57 (Neuhouse) from July 1, 2023 through June 30, 2024. This CFD provides for ongoing City Services.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 428,762
Special Tax- Penalty $ 238 Special Tax- Prior $ 2,069
Total Special Tax Revenues $ 431,069

FY 2023-24 Expenditures
Special Districts Cost of Services $ 384,593 Administrative Expenses $ 45,513 Total Expenditures $ 430,107
2 Special Tax B- Services

Project Status
This CFD provides for ongoing City Services.

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Community Facilities District No. 64
Sunset Ranch
Location
Community Facilities District No. 64 (Sunset Ranch) is located west of Hamner Avenue, east of Cleveland Avenue, north of Eucalyptus Avenue and south of Edison Avenue. CFD No. 64 is a combination Facilities (Special Tax A) and Services (Special Tax B) CFD comprised of approximately 61 gross acres of residential development, which also provides for ongoing City Services.

Special Tax A Funds Collected and Expended1
The table below shows the amount of facilities special taxes collected and the expenditures made to fund the authorized facilities and incidental expenses of CFD No. 64 (Sunset Ranch) from July 1, 2023 through June 30, 2024.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 1,073,723
Total Special Tax Revenues $ 1,073,723

FY 2023-24 Expenditures
Administrative Expenses $ 70,167 Total Expenditures $ 70,167
1Special Tax A- Facilities

Project Status
The construction and acquisition of facilities is ongoing.

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Special Tax B Funds Collected and Expended2
The table below shows the amount of special taxes collected and the expenditures made to fund the Special Districts Cost of Services and incidental expenses of CFD No. 64 (Sunset Ranch) from July 1, 2023 through June 30, 2024. This CFD provides for ongoing City Services.

Description Amount
FY 2023-24 Special Tax
Special Tax- Current $ 313,808
Total Special Tax Revenues $ 313,808

FY 2023-24 Expenditures
Special Districts Cost of Services $ 275,409 Administrative Expenses $ 38,400 Total Expenditures $ 313,809
2 Special Tax B- Services

Project Status
This CFD provides for ongoing City Services.

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City of Ontario
Summary of Services/Facilities Community Facilities Districts Special Taxes Levied and Expended for Fiscal Year 2023-24 (As Required by CA Govt. Code Section 50075.3 and/or 53411)

CFD
No. CFD Name Fund
2023-24
Special Tax
Current
2023-24
Special Tax
Penalty
2023-24
Special
Tax Prior
2023-24
Special Tax
Revenue
Debt
Service
Administrative
Expenses
Trustee
Administrative
Expenses
Special
Districts Cost
of Services
2023-24
Total
Expenditures
31-A Carriage House / Amberly Lane - A 8620 329,971$ -$ -$ 329,971$ 309,043$ 31,250$ 2,815$ -$ 343,108$ 31-B Carriage House / Amberly Lane - B 2920 206,408$ -$ -$ 206,408$ -$ 34,701$ -$ 176,682$ 211,383$ 45-A Northpark and Countryside - A 8620 633,492$ 1,312$ 5,733$ 640,537$ 496,600$ 46,449$ 2,350$ -$ 545,399$ 45-B Northpark and Countryside - B 2920 344,252$ 720$ 3,009$ 347,981$ -$ 39,376$ -$ 305,718$ 345,094$ 55-A Parklane - A 8620 743,893$ -$ -$ 743,893$ 557,500$ 53,407$ 2,350$ -$ 613,257$ 55-B Parklane - B 2920 320,436$ -$ -$ 320,436$ -$ 38,620$ -$ 283,259$ 321,880$ 56-A Parkside/La Avenida - A 8620 1,206,354$ 317$ 3,169$ 1,209,840$ 237,023$ 81,997$ -$ -$ 319,020$ 56-B Parkside/La Avenida - B 2920 355,800$ -$ -$ 355,800$ -$ 39,659$ -$ 311,088$ 350,747$ 57-A Neuhouse - A 8620 969,777$ 560$ 4,871$ 975,208$ 724,850$ 63,085$ 2,350$ -$ 790,285$ 57-B Neuhouse - B 2920 428,762$ 238$ 2,069$ 431,069$ -$ 45,513$ -$ 384,593$ 430,107$ 64-A Sunset Ranch A 8620 1,073,724$ -$ -$ 1,073,724$ -$ 70,167$ -$ -$ 70,167$ 64-B Sunset Ranch B 2920 313,808$ -$ -$ 313,808$ -$ 38,400$ -$ 275,409$ 313,809$ Total 5,539,145$ 3,147$ 18,851$ 5,561,143$ 2,325,015$ 582,626$ 9,865$ 1,736,749$ 4,270,279$ 353

City of Ontario, California

AB 1600 DEVELOPMENT IMPACT FEE ANNUAL REPORT
& FIVE YEAR REPORT (Unaudited)
For Fiscal Year Ended June 30, 2024

Prepared By:

Financial Services Agency
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CITY OF ONTARIO
AB 1600 DEVELOPMENT IMPACT FEE ANNUAL
REPORT FOR FISCAL YEAR ENDED JUNE 30, 2024

TABLE OF CONTENTS
AB1600 DEVELOPMENT IMPACT FEE ANNUAL REPORT – INTRODUCTION………………………………………..…………………………………………………………………………………………..1 AB1600 DEVELOPMENT IMPACT FEE ANNUAL REPORT FEE ASSESSED BY FUND AND LAND USE.….……………………………………………………………………………….…………2-10 AB1600 DEVELOPMENT IMPACT FEE ANNUAL REPORT (UNAUDITED)………………………………………………………………………………………………………………………………………… 11 AB1600 DEVELOPMENT IMPACT FEE PROJECT EXPENDITURES…………………………………………………………………………………………………………………………………………………12-13 AB1600 DEVELOPMENT IMPACT FEE FIVE YEAR SUMMARY……………………………………………………………………………………………………………….…………………………………….14-15 AB1600 DEVELOPMENT IMPACT FEE ESTIMATED PROJECT COMPLETION DATE……………………………………………………………………………………………………………….………………16-21 AB1600 DEVELOPMENT IMPACT FEE FIVE YEAR HOLDINGS REPORT………………………………………………………………………………………………………………………………………………………………..22 AB1600 DEVELOPMENT IMPACT FEE FIVE YEAR BY FUND…………………………………………………………………………………………………………………………………………………………………………..23-36

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CITY OF ONTARIO
AB 1600 DEVELOPMENT IMPACT FEE ANNUAL REPORT – INTRODUCTION JUNE 30, 2024 (UNAUDITED)

On July 1, 2003, the City Council adopted Ordinance Nos. 2779 and 2780 approving the collection of Development Impact Fees (DIF) in the City of Ontario to mitigate the impacts of future development. In accordance with the provisions of Ordinance Nos. 2779 and 2780, the City began collecting DIF on September 1, 2003. Pursuant to Ordinance 2779, the impact fees have been updated periodically since that time by the Resolutions of the City Council. The Development Impact Fee schedule authorized by the City Council occurred on August 16, 2022, by Resolution No. 2022-133 for fees collected on July 01, 2023 – June 30, 2024. This update, as well as the previous update, incorporates the results of the City’s 2021-2022 Water, Sewer, Storm Drain, and Circulation Master Plan updates, along with the land use assumptions underlying the City’s most recently updated The Ontario Plan, adopted by the City Council in 2010.

California Government Code sections §66001 and §66006 require making available to the public certain Development Impact Fee information. The City of Ontario addresses these reporting requirements through an issuance of the AB 1600 Development Impact Fee Annual Report along with the release of periodic updates to the City’s Development Impact Fee calculation and nexus schedules. The AB 1600 Development Impact Fee Annual Report for Fiscal Year Ended June 30, 2024, consists of the following schedules:
• Development Impact Fee Annual Report Fees Schedule by Fund and Land Use • Development Impact Fee Annual Report (Unaudited)
• Development Impact Fee Annual Report Project Expenditures • Development Impact Fee Annual Report Five Year Summary • Development Impact Fee Annual Report Estimated Project Completion Date • Development Impact Fee Annual Report Five Year Holdings Report • Development Impact Fee Annual Report Five Year By Fund

Currently all unexpended funds are committed to future projects which are detailed in the May 16, 2023, Master Facilities Plan. The most recently adopted update of the City’s Development Impact Fee Calculation and Nexus Schedules - Development Impact Fee Calculation and Nexus Report (August 2022) - contains the amount and purpose of each Development Impact Fee, the public improvements the fees will fund, and the reasonable relationship between the fees and the purposes for which they are being assessed. As a reference, the 2021 -2022 Development Impact Fee Calculation & Nexus Report, and the 2021 -2022 Master Facilities Plan, are made available for review and reference at the City’s Records Management Department and on the City’s website (https://www.ontario ca.gov/government-departments-financial-services-development- impact-fees-dif/reports).
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CITY OF ONTARIO
AB 1600 DEVELOPMENT IMPACT FEE FIVE YEAR REPORT – SUMMARY JUNE 30, 2024 (UNAUDITED)

In accordance with Government Code Section 66001, this section addresses the five -year requirements with respect to any remaining funds in the DIF accounts, regardless of whether those funds are committed or uncommitted for FY 19-20 through FY 23-24. The following section provides information necessary to meet the legal requirement for the Five -Year report for the DIF funds.

Requirement 1. Identification of the purpose to which the fees are to be put.

The purpose of the DIFs imposed and collected on new development within the City during FY 19-20 through FY 2 3-24 was to fund public facilities that are needed to serve the new development within the City as identified in the City’s adopted Development Impac t Fee Nexus Studies. The purpose of each fee is identified within Section 2 of the Annual AB1600 Report. Future Projects are identified in each of the individual Fund subsections.

Requirement 2. Demonstrate a reasonable relationship between the fee and the purpose for which it is charged .

There is a proportional relationship between the impact fees charged on a new development based upon the need for additional public facilities to serve the additional residents and employees that will be generated by the new development. The City does not have the capacity in its existing public facilities to accommodate these new residents and employees. By charging the fee based on the addition al demand created by each land use, the fees directly correlated to the demand created by each new development. T he fees for Parks and Recreation, Law Enforcement, Fire Suppression Services, Storm Drainage, Circulation System Improvements, Aquatics, Water, Sewer, Library, Integrated Waste, Species Habitat, General Facilities, and Public Use Community Center Facilities, were updated in July 2022 by Resoluti on 2022-133 adopting the City of Ontario Development Impact Fee Nexus Study (July 2022). The increase in land use affects the City's ability to maintain levels of services in various ways. That includes services suc h as calls for services, trips generated, water runoff, water services, sewer collection, the size of facility required, increase demand of equipment required, habitat species impact, and broadband. Each fee had to undergo rigorous nexus requirements that: identify the purpose of the fee; identify the use to which the fee is to be put; de termine how there is a reasonable relationship between the fees use and the type of development project on which th e fee is imposed; determine how there is a reasonable relationship between the need for the public facility and the type of development project on which the fee is imposed; and determine how there is a reasonable relationship between the amount of the fee and the cost of the public facility attrib utable to the development on which the fee is imposed.

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Requirement 3. Identification of all sources and amounts of funding anticipated to complete financing in incomplete improvements identified as part of the City’s annual report.

The first exhibit shows all projects within the 2022 Nexus Report and their corresponding completion date. These projects are the primary driver to the Development Impact Fees charged to Developers at Building Permit Issuance. Improvements required are triggered based on the timing and location of development. Improvements will be programmed as deemed necessary by the City and their CIP prioritization process. All fee programs satisfy the five-year test and have sufficient planned future improvement projects with costs that exceed funds held for more than five years . The second exhibit summarizes these findings.

Requirement 4. Identification of the approximate dates on which the funding referred to in Requirement 3 is expected to be deposited into the appropriate account or fund.

The first exhibit in the report provides an illustration of when projects in the 2022 Nexus Study will be completed. However, it is important to reiterate that the listed infrastructure must only be built as development occurs, especially in the Ontario R anch. As the City approaches full buildout, the estimated completion dates will be modified accordingly. Currently, no project listed below is expected to be completed later than 2050, which is the estimated date the City will be fully built. To complement the tables listed on pages 24 – 37 demonstrate a detailed change in fund balance over the last five fiscal years.
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AB1600 Development Impact Fee Annual Report Estimated Project Completion Date

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AB1600 Development Impact Fee Annual Report Estimated Project Completion Date

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AB1600 Development Impact Fee Annual Report Estimated Project Completion Date

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AB1600 Development Impact Fee Annual Report Estimated Project Completion Date

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AB1600 Development Impact Fee Annual Report Estimated Project Completion Date

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Department: Housing
Prepared By: Katryna Gonzalez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Reviewed By: Lacey A Rightmer
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 14
SUBJECT:

A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE DEVELOPMENT OF A

HOUSING DEVELOPMENT LOCATED ON HOLT BOULEVARD EAST OF ALLYN AVENUE; AND A GRANT AGREEMENT BETWEEN THE CITY OF ONTARIO AND THE ONTARIO HOUSING AUTHORITY IN THE AMOUNT OF $15,000,000.

CITY OF ONTARIO
Agenda Report
December 17, 2024
SECTION:

PUBLIC HEARINGS

RECOMMENDATION:

That the City Council ("City") and the Ontario Housing Authority Board ("Authority"):

A
.

Hold a Public Hearing to adopt Resolutions approving the Disposition and Development Agreement ("Agreement") (on ﬁle with the Records Management Department) between the Authority and National Community Renaissance of California ("Developer"); and B
.

Approve the Grant Agreement ("Grant Agreement") (on ﬁle with the Records Management Department) between the City and the Authority, in an amount of $15,000,000.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT:

The Developer will purchase the properties from the Ontario Housing Authority with a promissory note for its appraised value, based on an independent appraisal by a certiﬁed appraiser. Ontario Housing Authority originally purchased the property for $7,370,507. This will be ﬁnalized within 120 days of closing escrow. This loan is a residual receipt note that the Developer will repay over 55 years. The principal amount for the purchase of the properties will have an interest rate based on the federal funds rate at escrow closing, estimated to be between 4% and 5%. At the close of escrow, the funds for the property purchase price will be charged to the Authority's gap loan as a loan carryback. The Authority will not require a cash outlay for the land purchase.

In addition, the Authority will provide a gap loan of up to $15,000,000 for project costs funded entirely by Aﬀordability In-Lieu Fees through the City's Grant Agreement. The $15,000,000 gap loan for project costs will have a simple interest rate of 1%. 392
BACKGROUND & ANALYSIS:

The Holt/Allyn Multifamily Aﬀordable Housing Project
("Development") is located on approximately 5.7 acres located on East Holt Boulevard, east of Allyn Avenue. The area is shown in Exhibit A.

The Development will result in the construction of between 130 and 150 aﬀordable rental housing units for extremely low, very low, and low-income families. All the units in the proposed development will remain aﬀordable for 55 years. The Developer and the Authority will determine the specific unit breakdown and affordability mix based on financing requirements.

The developer is National Community Renaissance of California ("Developer"), of Rancho Cucamonga, California. They are one of the nation's largest non-proﬁt aﬀordable housing developers with a 20-year history of building aﬀordable housing units combined with comprehensive social services to promote the self-suﬃciency of residents. The company has developed over 10,000 housing units with a history of long-term ownership of their properties.

The estimated total development cost is $96,009,513. The Authority loan of $15,000,000 will be applied to this, and the remaining $81,009,513 will comprise other permanent funding sources to be obtained by the Developer. The Developer will pay the Authority loan through a residual receipts payment where cash flow will be split between a loan payment to the Authority and the Developer.

The Developer is required to provide an independent audit after completing the construction. Any cost savings will result in a payment towards an Operating Reserve Account for the project.

To provide additional ﬁnancing for the Development, the Developer will submit applications for 9% Low-Income Housing Tax Credit ("LIHTC") Program, which the California Tax Credit Allocation Committee ("CTCAC") administers with tax credits (sold to fund project equity) and the Aﬀordable Housing and Sustainable Communities ("AHSC") Program, which the State of California Housing and Community Development Department administers. These applications are subject to City Council approval, and Staff will bring these before City Council at a later date. 393
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DISPOSITION AND DEVELOPMENT AGREEMENT
[Holt/Allyn Multifamily Affordable Housing Project]
By and Between

ONTARIO HOUSING AUTHORITY
and

NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA
Dated as of ____________, 2024
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1 DISPOSITION AND DEVELOPMENT AGREEMENT
[Holt/Allyn Multifamily Affordable Housing Project]
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the “Agreement”) dated, for identification purposes only, as of __________, 2024, is made and entered into by and between the ONTARIO HOUSING AUTHORITY (“Authority”), a public body, corporate and politic (the “Authority”), and NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, a California nonprofit public benefit corporation (“NCRC” or “Developer”), with reference to the following:

RECITALS
A. WHEREAS, NCRC is an experienced owner, developer, and manager of affordable housing for low-income persons and families; B. WHEREAS, the subject of this Agreement is the development as affordable multifamily rental housing of an approximately 5.73-acre site consisting of five existing parcels located on Holt Blvd. in the City of Ontario commonly referred to as Assessor Parcel Numbers:
1048-481-06-0000, 1048-481-07-0000, 1048-481-08-0000, 1048-481-28-0000 and 1048-481-29- 0000 and legally described in Exhibit “A” attached hereto (the “Property”); C. WHEREAS, as of the date hereof, the Property is located in an area designated by HUD as a “Qualified Census Tract;”
D. WHEREAS, the parties intend for Authority to sell the Property to NCRC and for NCRC to develop thereon a multifamily affordable rental housing project that is anticipated to contain between 130 and 150 residential units with approximately 40 percent of the dwelling units comprised of 2-bedroom units and 45 percent comprised of 3-bedroom units (including one (1) manager’s unit), all as more particularly described in the Scope of Development (but subject to change based on the requirements of the Project’s financing partners, and written consent of the Authority) (the “Project”); and
E. WHEREAS, in order to make the Project financially feasible, Authority also will, subject to the terms and conditions of this Agreement and from the sources identified by the Authority, provide financial assistance to NCRC in an amount (i) not to exceed One Hundred Thousand Dollars ($100,000) per unit, or a maximum assistance amount of Fifteen Million Dollars ($15,000,000) for Project costs, provided that the per unit assistance does not exceed the maximum amount set forth herein; and (ii) a loan in the amount of the Purchase Price of the Property, to be determined as set forth in this Agreement.

F. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, Authority and Developer hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms . As used in this Agreement (including in the Recitals above), capitalized terms are defined where first used or as set forth in this Section [1.1]. Capitalized terms 395
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2 used in an exhibit attached hereto and not defined therein shall also have the meanings set forth in this Section [1.1].
“Actual Permanent Loan Amount ” means the actual principal amount of the Take-Out Loan.
“Actual Tax Credit Equity” means the actual amount of equity raised by Developer from syndication of the Tax Credits, subject to the terms and conditions of Developer’s amended and restated partnership agreement.
“Affordable Rent” has the meaning set forth in Section [3.1] of the Agreement Containing Covenants.
“Agreement Containing Covenants ” means the Agreement Containing Covenants Affecting Real Property attached hereto as Exhibit [“L”] and, pursuant to Article [8,] to be recorded against the Property in the Official Records.
“Authority Subordinate Loan ” means the loan to be made to Developer pursuant to Section [6.3].
“Authority Subordinate Loan Closing” means recordation of the Authority Subordinate Loan Deed of Trust in the Official Records.
“Authority Subordinate Loan Deed of Trust ” means the deed of trust encumbering Developer’s fee interest in the Property, in the form attached hereto as Exhibit [“G”], to be executed by Developer pursuant to Section [6.3.3] in order to secure the Authority Subordinate Loan Note.
“Authority Subordinate Loan Documents ” means, collectively, this Agreement, the Authority Subordinate Loan Note, the Authority Subordinate Loan Deed of Trust and any other agreement, document or instrument that Authority requires in connection with the Authority Subordinate Loan.
“Authority Subordinate Loan Note ” means that certain promissory note in the form attached hereto as Exhibit [“F”], to be executed by Developer in favor of Authority to evidence the obligation of Developer to repay the Authority Subordinate Loan. “Authority Title Policy” has the meaning set forth in Section [6.3.5(e)]. “Building Permit” means all permits issued by City and required for commencement of construction of the Improvements.
“Business Days” means days on which City Hall of the City of Ontario, California is open for public business.
“Certificate of Completion” has the meaning set forth in Article [14]. “City” means the City of Ontario, California.
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3 “City” means the City of Ontario.
“Close of Escrow” means recordation of the Grant Deed, Senior Loan Security Documents and Authority Subordinate Loan Deed of Trust in the Official Records. “Construction” means construction of the Improvements pursuant to this Agreement. “Construction Lender ” means the first trust deed lender that provides construction financing for the Project.
“Construction Loan” means the construction loan for the Project secured by the Senior Loan Security Documents.
“Construction Loan Closing” means recordation of the Senior Loan Security Documents and the Authority Subordinate Loan Deed of Trust in the Official Records. “County” means the County of San Bernardino, California. “Developer” has the meaning set forth in the opening paragraph of this Agreement; provided, however, Developer may also mean, if and as applicable pursuant to an assignment in accordance with Section 20.2 of the terms of this Agreement, a partnership of which Developer and/or its affiliates are the general partner.
“Effective Date” means _____________, 2024.
“Escrow” means the escrow through which (a) the Property is sold to Developer, (b) the Construction Loan Closing is conducted, and (c) the Authority Subordinate Loan Closing is conducted.
“Escrow Holder” means the firm that holds the Escrow.
“Event of Default” has the meaning set forth in Section [17.1]. “Evidence of Project Financing” has the meaning set forth in Section [7.6(c)]. “Executive Director” means the Executive Director of the Authority or his designee. “Federal Tax Credit” has the meaning set forth in Section [6.1(a)]. “Final Project Budget” has the meaning set forth in Section [7.6(b)]. “Final Construction Documents” means plans, drawings and specifications in sufficient detail to support issuance of a Building Permit for the Project. “General Contractor” has the meaning set forth in Section [7.6(d)]. “Grant Deed” means the Grant Deed Containing Covenants, Conditions and Restrictions attached hereto as Exhibit [“E.”]
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4 “Hazardous Materials ” means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including, without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 42 §§ 9601, et seq., as amended. Hazardous Materials expressly exclude substances typically used in the construction, development, operation and maintenance of an apartment complex provided such substances are used in accordance with all applicable laws. “Improvements” means the improvements to be made to the Property in accordance with this Agreement, including, without limitation, in accordance with the Scope of Development and the Final Construction Documents.
“Indemnitees” means the Authority, City, and their officers, employees, representatives, agents and volunteers.
“Land Use Entitlements” has the meaning set forth in Section [4.2]. “NCRC” has the meaning set forth in the opening paragraph of this Agreement. “NCRC Title Policy” has the meaning set forth in Section [7.8(a)]. “Notices” has the meaning set forth in Article [18].
“Official Records” means the Official Records of the County. “Permitted Encumbrances” means the Senior Loan Security Documents and such other exceptions to title approved by the Executive Director. “Predevelopment Documents ” means any and all plans, studies, drawings, models, reports, permits and Land Use Entitlements for the Project. “Preliminary Project Budget” has the meaning set forth in Section [6.2]. “Prime Rate” means the reference or prime rate of Bank of America, N.T. & S.A., in effect from time to time.
“Project” has the meaning set forth in Recital [“D,”] above. “Project Architect” means an architect as may be reasonably approved by the Executive Director.
“Project Budget ” means the final budget approved by Developer and the Executive Director for the Project.
“Project Costs” means all costs of any nature incurred in connection with development of the Project.
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5 “Project Documents ” means, collectively, this Agreement, the Authority Subordinate Loan Note, the Authority Subordinate Loan Deed of Trust, the Grant Deed, and any other agreement, document or instrument that Developer and Authority enter into pursuant to this Agreement or in order to effectuate the purposes of this Agreement. “Project Financing” has the meaning set forth in Section [6.1]. “Property” means that certain real property described in Exhibit [“A”]. “QAP” means the “Low Income Housing Tax Credit Programs Qualified Allocation Plan” adopted by the California Tax Credit Allocation Committee in accordance with the standards and procedures of Internal Revenue Code Section 42(m), and the rules and regulations adopted by such Committee from time to time for the implementation thereof. “Schedule of Performance ” means the Schedule of Performance attached hereto as Exhibit [“B”].
“Senior Lender ” means the Construction Lender and/or the Take-Out lender, as the context requires, and their successors and assigns.
“Senior Loan” means the Construction Loan or the Take-Out Loan as the context requires. “Senior Loan Security Documents ” means the documents and instruments required by the Senior Lender to secure the Senior Loan.
“Take-Out Lender” means the lending institution that makes the Take-Out Loan and its successors and assigns.
“Take-Out Loan” means the long-term loan made by the Take-Out Lender to Developer in order to take out the Construction Loan.
“Tax Credits” means the Federal Tax Credits required to finance the Project in the manner contemplated in the Preliminary Project Budget.
“Tax Credit Funds” has the meaning set forth in Subdivision [7.6(c)(ii)]. “Tax Credit Partner ” means the investor in the Project that provides the Tax Credit Funds.
“TCAC” means the California Tax Credit Allocation Committee. “Title Company ” means __________________ or such other title insurance company agreed to by NCRC and the Executive Director.
“Total Development Cost” means the total development cost for the Project as reported to the Tax Credit Allocation Committee in the application for Tax Credits for the Project. 399
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6 1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class.

1.3 Accounting Principles. Any accounting term used and not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted under this Agreement shall be prepared in conformity with, generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to Authority.

1.4 References and Other Terms . References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named.

References to subparagraphs shall be construed as references to the same Section in which the reference appears. The terms “including” and “include” mean “including (include) without limitation”.

1.5 Exhibits Incorporated. All attachments to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference.

2. PARTIES

2.1 Authority. Authority is the Ontario Housing Authority and any successor to its rights, powers and responsibilities. The principal offices of the Authority are located at 303 East “B” Street, Ontario, California 91764.

2.2 NCRC. NCRC is National Community Renaissance of California, a California nonprofit, public benefit corporation.

3. SCHEDULE OF PERFORMANCE
A Schedule of Performance for the Project is attached hereto as Exhibit [“B”]. The Schedule of Performance sets forth the times by which the parties are to perform certain obligations under this Agreement. The Schedule of Performance may be modified from time to time by written agreement of NCRC and Executive Director.

4. LAND USE ENTITLEMENTS

4.1 Application to Planning Commission . NCRC shall prepare and submit to the Planning Commission, and subsequently to the City Council, if required by the City, a Planned Use Development application for the Project.

4.2 Zone Changes . NCRC shall prepare and submit proposed zoning change or changes to the City’s General Plan, if any, necessary to accommodate the Project on the Property;

4.3 NCRC Right To Terminate . NCRC shall have the right to terminate this Agreement in the event it is unable to obtain Land Use Entitlements for the Project by July 1, 2025. 400
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7 4.4 Authority Right to Terminate . Authority shall have the right to terminate this Agreement in the event NCRC is unable to obtain Land Use Entitlements for the Project by July 1, 2025.

4.5 Article XXXIV. Authority hereby represents and warrants to NCRC that City has authority for the Project under Article XXXIV of the California Constitution. That notwithstanding, if, within sixty (60) days of the date of execution of this Agreement, the Project is challenged with respect to such compliance, either party may terminate this Agreement by written notice to the other party.

5. DESIGN REVIEW, VALUE ENGINEERING AND CONSTRUCTION BIDS

5.1 Scope of Development . NCRC shall develop the Property substantially in conformance with the Scope of Development attached hereto as Exhibit [“C”] and with the plans, drawings and specifications for the Property approved by the Executive Director and City pursuant to this Article [5].

5.2 Basic Concept Plans. The parties acknowledge and agree that, as of the Effective Date, a colored site plan and elevations (the “Basic Concept Plans”) have been approved for the Project.

5.3 Preliminary Design Documents . The parties acknowledge and agree that, as of the Effective Date, NCRC has prepared and submitted to the Executive Director and the Executive Director has approved, including aesthetic considerations, the following “Preliminary Design Documents:”
(a) Preliminary site plan showing the location of residential units and parking; and
(b) colored elevations and perspective renderings for the Building exterior.

5.4 Intermediate Design Documents. [Intentionally Omitted]

5.5 Final Working Drawings. By the time provided in the Schedule of Performance, NCRC shall prepare and submit to the Executive Director for architectural review and approval “Final Working Drawings,” including aesthetic considerations, and related documents for the Improvements. The Final Working Drawings shall include:
(a) Color and materials board for the Building exterior and landscaping; (b) preliminary signage plans indicating location, materials, size and color of all signage, including, without limitation, occupant, site identification and directional signage;
(c) plans, drawings and specifications in sufficient detail to obtain a Building Permit for the Improvements;
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8 (d) final interior and exterior finish schedules and specifications for the Improvements;
(e) final color scheme and building materials for the Improvements; (f) final landscaping plans for the Property (including outline specifications and/or materials lists that establish details of the landscaping for the Project) prepared by a licensed landscape architect;
(g) precise grading plans for the Property; and
(h) final offsite construction drawings, if any.

The Final Working Drawings shall be substantially consistent with the Preliminary and Intermediate Design Documents approved by the Executive Director and with the Scope of Development.

5.6 Value Engineering/Bid Package . In connection with preparation of the Final Working Drawings and a package to bid construction of the Improvements, and in the event the parties deem it reasonably necessary after consultation, the design shall be subject to a round of value engineering in which NCRC and Authority shall participate and cooperate. The Executive Director (subject to Section 22.10, below) shall have the right to approve or disapprove the bid package resulting from this process (the “Approved Bid Package”). Developer acknowledges and agrees that the purpose of this section is to control the cost of the Project with the intent of minimizing the original principal amount of the Authority Subordinate Loan.

5.7 Construction Bidding/Contracts . The work of the following major trades:
framing, concrete, plumbing, electrical, stucco, drywall, HVAC, roofing and landscaping shall be subjected to a process of competitive bidding based on the Approved Bid Package. Promptly upon opening and reviewing the bids received, NCRC shall deliver true and complete copies of all bids to the Executive Director and shall designate which bid(s) NCRC proposes to accept. The Executive Director shall have the right (subject to Section 22.10, below) to disapprove the bid(s) to be accepted by NCRC only in such event that such bid is commercially unreasonable in the reasonable discretion of the Executive Director.

Promptly upon execution, NCRC shall deliver to Authority true and complete copies of all construction contracts for the Improvements (the “Construction Contract”). Reductions in Project Cost realized from this process of Value Engineering/Construction Bidding, if any, shall be used to pay for Project enhancements.

5.8 City Design Review. In addition to the design review process described above and concurrent therewith, NCRC shall cause the Improvements to be designed substantially in accordance with the Scope of Development and shall diligently cause the Improvements to be processed through City’s site plan, design review and plan check process on a schedule reasonably calculated to permit a Building Permit to issue by the time provided in the Schedule of Performance for Close of Escrow. Notwithstanding the forgoing, the parties acknowledge and agree that, as of the Effective Date, the obligations of NCRC under this Section have been satisfied. 402
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9 5.9 NCRC Right to Terminate. Prior to the Close of Escrow, NCRC, if it is not then in material default under this Agreement (subject to the notice and cure provisions of Section [17.11), may terminate this Agreement by five (5) business days’ notice to Authority if it has, despite diligent efforts, been unable, by the time provided in the Schedule of Performance, to obtain any of the Executive Director and/or City approvals required in this Article [5].

Alternatively, NCRC may work with the Authority together in good faith to modify the Schedule of Performance.

5.10 Authority Right to Terminate. Prior to the Close of Escrow, Authority, if it is not then in material default under this Agreement, may terminate this Agreement by thirty (30) days’ notice to NCRC if, by the time provided in the Schedule of Performance, NCRC fails to obtain any approval of the Executive Director or City required by this Article [5]. That notwithstanding, if NCRC obtains the subject approval during said thirty (30)-day notice period, Authority’s notice of termination shall be deemed nullified thereby.

5.11 Project Architect . The Executive Director shall have the right to approve any replacement for the Project Architect, which approval shall not be unreasonably withheld, conditioned or delayed.

6. FINANCING FOR THE PROJECT

6.1 Financing Plan. As set forth in the Sources and Uses of Funds Statement included in the Preliminary Project Budget attached hereto as Exhibit [“D”], it is contemplated that NCRC will finance the Project through:
(a) Equity raised by the sale to reputable investors of the “four-percent (4%)” and/or the “nine-percent (9%)” low-income housing credit obtained pursuant to 26 U.S.C. §42 (the “Federal Tax Credit”) (which may require the Project to be constructed in more than one phase);
(b) the Senior Loan from a reputable institutional lender; (c) as more particularly provided in Section [6.3], the Authority Subordinate Loan;
(d) and/or additional financing that may be reasonably necessary, which sources shall be subject to the reasonable written consent of the Authority, to make the Project financially feasible (collectively, the “Project Financing”).

6.2 Preliminary Project Budget. Attached hereto as Exhibit [“D”] are the following preliminary budgetary materials for the Project:
(a) Preliminary Project Budget;
(b) Sources and Uses of Funds Statement;
(c) Cash Flow Projection; and
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10 (d) First Year Operating Budget;
(collectively, the “Preliminary Project Budget”)
Until the Close of Escrow, NCRC, if, as and when additional information becomes available, shall promptly revise the Preliminary Project Budget to reflect the best information then available to NCRC, and shall submit the revised documents to the Executive Director for review and approval.

6.3 Authority Subordinate Loan for the Proiect.

6.3.1 Amount and Purpose . Subject to the terms and conditions of this Agreement, Authority agrees to make a loan to NCRC (the “Authority Subordinate Loan”) in the amount of (i) One Hundred Thousand Dollars ($100,000) per unit, not to exceed a total sum of Fifteen Million Dollars ($15,000,000) for Project costs (“Project Portion”); and (ii) the Purchase Price for the Property, as shall be determined in accordance with this Agreement, to finance the Property purchase (“Land Price Portion”). Subject to the terms and conditions of this Agreement, the Authority Subordinate Loan shall close (i.e., the Authority Subordinate Loan Deed of Trust shall record in the Official Records) concurrently with the Construction Loan Closing for the Project.

6.3.2 Authority Subordinate Loan Note and Deed of Trust for the Project .

The Authority Subordinate Loan shall be evidenced by the Authority Subordinate Loan Note and shall be secured by the Authority Subordinate Loan Deed of Trust. The form of the Authority Subordinate Loan Note is attached hereto as Exhibit [“F”] and the form of the Authority Subordinate Loan Deed of Trust is attached hereto as Exhibit [“G”].

6.3.3 Disbursement of Authority Subordinate Loan Proceeds. For purposes of disbursement, the Authority Subordinate Loan proceeds shall be divided into the following two (2) tranches:
(a) Land Price Portion. The portion of the Authority Subordinate Loan to be used to fund the Purchase Price for the Property which will be charged to the Authority Subordinate Loan at Close of Escrow, but will not require a cash outlay from Authority; (b) At Close of Escrow. A lump sum disbursement in the amount of One Hundred Thousand Dollars ($100,000) per unit, not to exceed a total sum of Fifteen Million Dollars ($15,000,000) (the “Cash Through-Escrow Tranche”).

Subject to the conditions set forth below, Authority shall deposit the Cash Through-Escrow Tranche into the Project Escrow to fund Project Costs shown on the Approved Closing Statement for the Project, including deposit of a portion thereof with the Construction Lender for the Project, to be disbursed by the Construction Lender for the Project for payment of items in the Final Project Budget for the Project. Authority’s obligation to make such deposit shall be subject to the following conditions:
(i) the executed Authority Subordinate Loan Note includes the specific amount allocated for the Project Portion;
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11 (ii) the Executive Director reasonably approve the Construction Lender for the Project; and
(iii) Authority and the Construction Lender enter into an agreement, reasonably satisfactory to the Executive Director, governing disbursement of the Cash Through-Escrow Tranche by the Construction Lender; which agreement may contain reasonable and customary conditions to each disbursement, but not, however, a condition requiring the further consent of Authority to each disbursement. A form of such agreement acceptable to Authority is attached hereto as Exhibit [“N”] (the “Authority/Construction Lender Disbursement Agreement”).

If the conditions set forth above are not satisfied, Authority shall disburse the Cash Through-Escrow Tranche prior to disbursement of the Construction Loan proceeds for the Project and according to disbursement procedures reasonably consistent with the terms and conditions for disbursement of the Construction Loan proceeds.

6.3.4 Conditions Precedent to Disbursement of Cash Through-Escrow Tranche. Authority’s obligation to make the Authority Subordinate Loan to NCRC and disburse the Cash Through-Escrow Tranche shall be subject to satisfaction of the following conditions precedent:
(a) Conditions to Sale of Property. All of the conditions precedent set forth in Section [7.6] to Authority’s obligation to sell the Property to NCRC have been satisfied or waived.
(b) Authority Subordinate Loan Note . NCRC shall have duly executed the Authority Subordinate Loan Note and delivered it to Authority or the Escrow Holder. (c) Authority Subordinate Loan Deed of Trust . The Authority Subordinate Loan Deed of Trust for shall have been recorded in the Official Records subject only to the Permitted Encumbrances.
(d) Request for Notice of Default . Authority shall have recorded a request for notice of default pursuant to Civil Code Section 2924(b), requesting that the beneficiaries of liens senior to the Authority Subordinate Loan Deed of Trust notify Authority of any default under the instrument creating the lien (the “Request for Notice”). If Authority fails to deliver such Request for Notice to Escrow, this condition shall be deemed waived. (e) Title Policy . Title Company is prepared to issue its LP-10 loan policy of title insurance naming Authority as the insured, in a policy amount not less than the principal amount of the Authority Subordinate Loan, showing NCRC as holding fee title to the Property and insuring the Authority Subordinate Loan Deed of Trust to be a valid lien on the Property subject only to the Permitted Encumbrances (the “Authority Title Policy”). (f) Corporate Resolution. If NCRC is a corporation, or if NCRC is a partnership or limited liability company and its managing general partner or general manager is a corporation, Authority shall have received a copy of a resolution of the board of directors of said corporation authorizing the execution and delivery of the Authority Subordinate Loan Note and the Authority Subordinate Loan Deed of Trust.
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12 (g) Representations and Warranties . The representations of NCRC contained in this Agreement shall, in all material respects, be correct as of the date of the disbursement as though made on and as of that date and, if requested by the Executive Director, Authority shall have received a certificate to that effect signed by NCRC. (h) No Default. No Event of Default by NCRC shall then exist, and no event shall then exist which, with the giving of notice or the passage of time or both, would constitute an Event of Default by NCRC and, if requested by Executive Director, Authority shall have received a certificate to that effect signed by NCRC.

6.3.5 Waiver of Conditions . The conditions set forth in Sections [6.3.3 and

6.3.4] are for Authority’s benefit only and Executive Director may waive all or any part of such rights by notice to NCRC.

6.4 Final Protect Budget. As more particularly provided in Section [7.6(b)] and prior to the Close of Escrow, Authority, NCRC and the third-party lenders and/or investors providing the Project Financing shall agree on the final Project Budget.

6.5 Best Efforts to Minimize Authority Cost . In order to minimize the principal amount of the Authority Subordinate Loan, NCRC agrees to use its best efforts to finance the Project in the manner that yields the largest part possible of the Project Cost from sources other than the Authority Subordinate Loan. Accordingly, NCRC shall:
(a) make its best efforts to obtain the Federal Tax Credits; and (b) use its best (but commercially reasonable) efforts to obtain (x) the highest price and best terms for the Federal Tax Credits allocated to the Project, and (y) the largest Take-Out Loan reasonably supportable by the Project based on a debt coverage ratio of not greater than 1.20:1.

6.6 Application for Financing Commitments . NCRC pursue the Project Financing by:
(a) timely applying to reputable institutional lenders for the Senior Loan.

6.7 Financing Commitments . Not later than the time provided in the Schedule of Performance, NCRC shall submit to Executive Director for approval preliminary commitments for the Project Financing (other than the Authority Subordinate Loan), including, without limitation, bids received from qualified parties for the Tax Credits as the result of a competitive bidding process (the “Evidence of Financing”).

6.8 NCRC Right to Terminate. Prior to the Close of Escrow, NCRC, if it is not then in material default under this Agreement (subject to the notice and cure provisions of Section [17.1]), may terminate this Agreement by giving thirty (30) days’ notice to Authority if, despite having made its best efforts, it has been unable to obtain the Project Financing on terms and conditions reasonably consistent with the economic assumptions contained in the Preliminary Project Budget for the Project.
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13 6.8.1 Meet and Confer Prior to Termination . If NCRC notifies Authority in writing that it intends to terminate this Agreement pursuant to this Section [6.8] but that it would be able to obtain the Project Financing solely with a concession by Authority on one or both of the obligations set forth in Sections [6.1.1 and 6.2] of the Authority Subordinate Loan Note, then NCRC shall state clearly the concession or concessions requested. The Executive Director shall have the authority, on behalf of Authority, within (5) Business Days of receipt of such notice, and at his sole and absolute discretion, to agree to such concession(s), reject such concession(s) and terminate this Agreement, or make a counteroffer to NCRC in writing. If the Executive Director makes such a counteroffer, then NCRC may, within five (5) Business Days of receipt thereof and at its sole and absolute discretion, accept it, reject it and terminate this Agreement, or make a counter-counteroffer to Authority. Failure by either party to act on any counteroffer within five (5) Business Days shall be deemed a rejection thereof unless the parties have agreed in writing to extend such period. If, pursuant to this Section [6.8.1], the parties agree to any such concession or concessions, that agreement shall be memorialized in writing and, thereafter, NCRC shall no longer have the right to terminate this Agreement under Section [6.8] except for the failure of an unrelated third-party beyond NCRC’s reasonable control.

6.9 Authority Right to Terminate. Prior to the Close of Escrow and notwithstanding anything contained in this Agreement to the contrary, Authority, if it is not then in material default under this Agreement, may terminate this Agreement by giving thirty (30) days’ notice to NCRC if NCRC fails to obtain binding commitments for the Project Financing by December 31, 2027 to close not later than December 31, 2029 That notwithstanding, if NCRC obtains the Project Financing during said thirty (30)-day notice period, Authority’s notice of termination shall be deemed nullified thereby.

7. PURCHASE AND SALE OF PROPERTY

7.1 Agreement. Subject to the terms and conditions of this Agreement, Authority agrees to sell to NCRC and NCRC agrees to purchase from Authority the Property pursuant to the Grant Deed attached hereto as Exhibit [“E”] (the “Grant Deed”).

7.2 [Intentionally Omitted]

7.3 Purchase Price. The purchase price for the Property shall be based on an appraisal to be completed within One Hundred Twenty (120) days of the Effective Date of this Agreement (the “Purchase Price”). The Purchase Price will be financed by Authority as part of the Authority Subordinate Loan.

7.4 Escrow. Conveyance of the Property pursuant to the Grant Deed shall be made through the Escrow. This Agreement shall constitute escrow instructions to the Escrow Holder.

Authority and NCRC shall execute such escrow instructions as are consistent with this Agreement and as may be reasonably required by the Escrow Holder.

7.5 Term of Escrow . The Escrow shall close in accordance with the Schedule of Performance and concurrent with the Construction Loan Closing.

7.6 Conditions for Authority’s Benefit. Authority’s obligation to sell the Property to NCRC shall be subject to satisfaction of the following conditions precedent:
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14 (a) Land Use Entitlements. NCRC has secured and possesses the Land Use Entitlements for the Project.
(b) Final Project Budget. The Executive Director, NCRC, purchasers of the Tax Credits, if and as applicable, and the Senior Lender have approved the final Project Budget, including, without limitation, the terms and conditions of any reserve funds to be established and maintained for the Project (the “Final Project Budget”). The Final Project Budget may be revised from time to time, subject to the approval of the Executive Director. (c) Evidence of Financing . The Executive Director has received and approved the following “Evidence of Project Financing”:
(i) Construction Loan . True and complete copies of the Construction Loan documents evidencing the obligation of a reputable institutional lender, subject only to reasonable and customary conditions, to make the Construction Loan to NCRC. (ii) Tax Credit Financing . Documentary evidence reasonably acceptable to the Executive Director that NCRC has committed, or caused to be committed, funds from the sale of the Tax Credits to construction of the Improvements, which commitment may be subject only to reasonable and customary conditions (the “Tax Credit Funds”). (iii) Gap Financing . Documentary evidence that NCRC has committed, or caused to be committed, equity and/or financing to the Improvements in the amount of the remainder, if any, of the Project Costs less the Project Financing (the “Gap Financing”).

Gap Financing, if any, shall be from sources, and subject only to conditions, reasonably acceptable to the Executive Director.
(iv) Take-Out Loan Commitment . A commitment from a
reputable institutional lender, subject only to reasonable and customary conditions, pursuant to which said lender agrees to make a permanent loan to NCRC, with a term of not less than fifteen (15) years, in sum sufficient, when added to any other Project funds provided by the Authority, and any Gap Financing committed to the Project to be disbursed for such purpose, to take-out any existing short-term financing.
(d) General Contractor . The general contractor for the Project (the “General Contractor”) has been approved by the Executive Director. Authority hereby approves NCRC.
(e) Construction Contract. Authority has received a true and complete copy of a contract by and between NCRC and the General Contractor pursuant to which the General Contractor has agreed to make the Improvements at a cost consistent with the Final Project Budget.
(f) Final Construction Documents . City has approved the Final Construction Documents for the Improvements and Authority has received a full set thereof. 408
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15 (g) Completion Bonds. If the Construction Lender or the purchaser of the Tax Credits require that a completion bond be posted by the General Contractor, then such completion bond shall name Authority as a co-obligee.
(h) Completion Guaranty. If NCRC is required by the Construction Lender to deliver a completion guaranty for the Project, then Authority shall have received a duly executed completion guaranty for the Project, in substantially similar form and content but subordinate thereto, from the same guarantor or guarantors. Authority agrees that any such guaranty to Authority shall be as to completion only and not as to payment of any financial obligation of NCRC to Authority.
(i) Organizational Documents. The Executive Director has received and approved a copy of such portions of the organizational documents (e.g., partnership agreement, limited liability company operating agreement) of NCRC or NCRC’s successor-in-interest as the Executive Director deems reasonably necessary to document the power and authority of the organization to perform its obligations under this Agreement. NCRC has also made full disclosure to Authority of the names and addresses of all persons and entities that have a beneficial interest in NCRC.
(j) Loan to Close . All of the conditions to closing the Authority Subordinate Loan set forth in Section [6.3.4] have been satisfied or waived. (k) Building Permit. The Building Permit for the Improvements has issued or is ready to issue upon only payment of a sum certain. In connection therewith, NCRC covenants and agrees to pay to City, not later than thirty (30) days after Close of Escrow, fees for such Building Permit in a sum not less than shown in the Preliminary Project Budget. (l) Work to Commence . The Executive Director shall be reasonably satisfied that the work of the Improvements will commence not later than ten (10) days after the Close of Escrow and will thereafter be completed in a diligent and continuous manner. (m) Assignment of Plans and Architect’s Contract . NCRC shall, by an instrument substantially in the form attached hereto as Exhibit [“I”], conditionally assign to Authority the Final Construction Documents for the Improvements and the Project Architect’s contract. NCRC shall also deliver to Authority, in the form included as part of Exhibit [“I”], the written consent of said Project Architect to said assignment, including, without limitation, to the use by Authority of the Final Construction Documents, as well as the ideas, designs, and concepts contained within them. Authority acknowledges and agrees that its rights under such assignments shall be subordinate to any such rights assigned to the Construction Lender. (n) Insurance. Authority has received satisfactory evidence that the insurance required pursuant to Section [10.2] of the Agreement Containing Covenants is in full force and effect.
(o) Management Plan. Executive Director has received from NCRC and approved a comprehensive management plan for the Project, including a fair housing component.
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16 (p) Management Agreement . Executive Director has received and approved an executed agreement by and between Developer and NCRC or another reputable and experienced property manager for management of the Project (the “Management Agreement”), which Management Agreement shall be consistent with this Agreement, including, without limitation, Section [3.12] of the Agreement Containing Covenants. (q) Affirmative Marketing Plan . NCRC shall prepare and submit to the Executive Director for reasonable approval an affirmative marketing plan similar in type to one required under 24 CFR 92.351 were this Project funded under the HOME Investments Partnership Program, but a plan that allows more flexibility for residents that are targeted for the established project area, and City of Ontario residents. (r) Documents Executed. NCRC has duly executed the Grant Deed and the Agreement Containing Covenants and deposited them in Escrow. (s) Representations and Warranties . The representations of NCRC contained in this Agreement shall be correct in all material respects as of the Close of Escrow as though made on and as of that date and, if requested by the Executive Director, Authority shall have received a certificate to that effect signed by NCRC. (t) No Default. No Event of Default by NCRC shall then exist, and no event shall then exist which, with the giving of notice or the passage of time or both, would constitute an Event of Default by NCRC and, if requested by the Executive Director, Authority shall have received a certificate to that effect signed by NCRC.

7.7 Covenants of NCRC. NCRC covenants and agrees to satisfy, by the time provided in the Schedule of Performance, any and all of the conditions set forth in Section [7.6] that (a) NCRC has not elsewhere in this Agreement expressly covenanted and agreed to satisfy and (b) the satisfaction of which is entirely within the reasonable control of NCRC. NCRC covenants and agrees to make its best efforts to satisfy, by the time provided in the Schedule of Performance, any and all of the conditions set forth in Section [7.6] that (a) NCRC has not elsewhere in this Agreement expressly covenanted and agreed to satisfy, (b) NCRC has not elsewhere in this Agreement expressly covenanted and agreed to make best or commercially reasonable efforts to satisfy, and (c) the satisfaction of which is not entirely within the reasonable control of NCRC.

7.8 Conditions for NCRC’s Benefit . NCRC’s obligation to purchase the Property from Authority shall be subject to satisfaction of the following condition precedent:
(a) Title Insurance. Title Company is prepared to issue its ALTA form policy of title insurance, with liability in the amount of the total of the equity raised from the sale of the Tax Credits plus the principal amounts of the Take-Out Loan and Authority Subordinate Loan, showing fee title to the Property and the improvements located thereon vested in NCRC, subject only to the lien of the Senior Loan Security Documents, the Authority Subordinate Loan Deed of Trust, and such other exceptions as NCRC has previously notified Authority were acceptable to NCRC (the “ NCRC Title Policy”).

As soon as the Title Company can reasonably prepare a preliminary report for the Proposed Parcel (the “Preliminary Report”), Authority shall cause the Title Company to deliver such report to 410
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17 NCRC for approval, together with a legible copy of all exceptions, including each document, map and survey referred to therein, and a plotting of all easements identified in the Preliminary Report.

NCRC’s review of the Preliminary Report shall be in accordance with the following procedure:
(i) Permitted Exceptions. The following exceptions shown on the Preliminary Report (the “Permitted Exceptions”) are approved by NCRC:
(x) exceptions for a lien for local real estate taxes and assessments not yet due and payable;
(y) the standard preprinted exceptions and exclusions of the Title Company; and
(z) any other exception shown on the Preliminary
Report, other than exceptions for monetary liens, which NCRC does not object to by written notice to Authority within ten (10) Business Days after delivery of the Preliminary Report (the “NCRC’s Title Notice” and the “Title Objections”). If NCRC fails to deliver NCRC’s Title Notice within the time specified in this subdivision (z), NCRC shall be deemed to have approved the Preliminary Report and all of the exceptions therein.
(ii) Title Objections. With respect to any Title Objection, Authority shall have ten (10) Business Days after receipt of NCRC’s Title Notice to give notice to NCRC (the “Authority’s Title Notice”) stating either (x) the manner in which it will remove or cure such Title Objection, or (y) that Authority shall not remove or cure such Title Objection. If NCRC’s Title Notice states that Authority’s failure to respond within ten (10) Business Days will be deemed Authority’s election to cure each and every Title Objection, then such failure shall be so deemed.
(iii) Authority Election Not to Cure. If Authority elects not to cure or remove a Title Objection, then NCRC shall have ten (10) Business Days after receipt of Authority’s Title Notice to deliver a notice to Authority (the “NCRC’s Election Notice”) of NCRC’s election either to (x) proceed with the purchase of the Property, waive such Title Objection, and accept the exception shown in the Preliminary Report as a Permitted Exception, or (y) terminate this Agreement. If NCRC fails to deliver NCRC’s Election Notice within the time specified above, NCRC shall be deemed to have elected option (x). (b) Physical Condition of Property. NCRC shall have until forty-five (45) days after the date of execution of this Agreement (the “Physical Inspection Date”), to conduct such investigations as NCRC may choose (“Physical Inspection”) to determine whether NCRC approves the physical and environment condition of the Property. On or before the Physical Inspection Date, NCRC shall deliver notice to Authority accepting the Property or terminating this Agreement. If NCRC fails to give such notice on or before the Physical Inspection Date, this condition shall be deemed satisfied. If NCRC gives notice of termination of this Agreement, Authority shall have thirty (30) days within which to notify NCRC that Authority elects to remedy any and all physical defects cited by NCRC in the notice of termination. In such event, Authority 411
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18 shall remedy such defect(s) in a manner reasonably satisfactory to NCRC and NCRC ‘s notice of termination shall be deemed rescinded thereby.
(i) Access to Property . In order to perform the Physical Inspection, NCRC may conduct inspections, tests and studies with respect to the physical and environmental condition of the Property. On not less than two (2) days’ advance notice to Authority, NCRC and NCRC’s consultants, agents, engineers, inspectors, contractors, and employees (“NCRC’s Representatives”) shall be given reasonable access to the Property during regular business hours for the purpose of performing such Physical Inspection. NCRC shall undertake the Physical Inspection at its sole cost and expense. That notwithstanding, if at the time of any such request for access, Authority is engaged in work on the Property that reasonably precludes such access by NCRC, then such access by NCRC shall be allowed promptly upon completion of such work. NCRC shall indemnify, defend with counsel reasonable satisfactory to the Executive Director, and hold Authority harmless from all claims (including claims of lien from work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees, and expenses, including Authority’s reasonable attorney fees, costs and expenses, arising from the acts and/or activities of NCRC and/or NCRC’s Representatives in, on or about the Property during or arising in connection with NCRC’s inspections of the Property. (c) Documents Executed. Authority has duly executed the Grant Deed and the Agreement Containing Covenants and such documents have been deposited into Escrow.

7.9 NCRC Right to Terminate. Prior to the Close of Escrow, NCRC, if it is not then in material default under this Agreement (subject to the notice and cure provisions of Section [17.1]), may terminate this Agreement by giving thirty (30) days’ notice to Authority if, despite having made its best efforts, it has been unable, by the time provided in the Schedule of Performance, to satisfy any of the conditions set forth in Section [7.6].

7.10 Authority Right to Terminate. Prior to the Close of Escrow, Authority, if it is not then in material default under this Agreement, may terminate this Agreement by giving thirty (30) days’ notice to NCRC if, by the time provided in the Schedule of Performance, NCRC has failed to satisfy any of the conditions set forth in Section [7.6]. That notwithstanding, (a) if NCRC, during said thirty (30)-day notice period, satisfies said conditions, then the Authority notice of termination shall be deemed nullified thereby, and (b) Authority shall have no right to terminate this Agreement for NCRC’s failure to satisfy the condition set forth in Subdivision [7.6(f)] if such failure is due to the fault of City.

7.11 Waiver of Conditions. The conditions set forth in Section [7.6] are for Authority’s benefit only and the Executive Director may waive all or any part of such rights by notice to NCRC and the Escrow Holder. The conditions set forth in Section [7.8] are for NCRC’s benefit only and NCRC may waive all or any part of such rights by notice to Authority and the Escrow Holder.

8. AFFORDABILITY COVENANTS
It is anticipated that the Project will contain one hundred fifty units (including one unrestricted manager’s unit). The Parties acknowledge and agree that NCRC may amend the Project scope and units mix to maximize financial feasibility, subject to the Authority’s written 412
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19 consent. The Parties further acknowledge and agree that the unit mix and set-asides are of particular importance to the Authority. The Parties agree to work together in good faith to establish reasonable affordability set-asides; provided, however, that NCRC hereby covenants and agrees that for a period of fifty-five (55) years, all units in the Project Improvements shall be rented, at Affordable Rent, to persons and families whose incomes do not exceed sixty percent (60%) of area median income at rents affordable to said persons and families.

Notwithstanding anything to the contrary contained herein, the Authority shall subordinate its Agreement Containing Covenants if and as required by the Project’s financing partners.

9. LABOR STANDARDS
NCRC shall carry out the construction of the Improvements on the Property in conformance with all applicable federal and state labor standards, including, without limitation, the payment, if applicable, of prevailing wages. NCRC agrees to indemnify, protect, hold harmless, and defend the Indemnitees from and against any and all claims relating to federal and state labor standards, including, without limitation, the payment of prevailing wages for the Project.

10. PHYSICAL CONDITION OF PROPERTY

10.1 “AS-IS”. NCRC acknowledges and agrees that it is purchasing the Property solely in reliance on its own investigation, and that no representations and/or warranties of any kind whatsoever, express or implied, have been made by Authority, or by its officers, employees, representatives or agents. NCRC further acknowledges and agrees that NCRC will be purchasing the Property in “AS IS” condition with all faults and conditions then existing in and on the Property, whether known or unknown; provided that the foregoing shall not constitute a release of Authority under any statute or common law theory. Notwithstanding the foregoing, Authority acknowledges and agrees that neither this Section [10.1], nor any other term, provision or condition of this Agreement obligates NCRC, as between it and Authority, and prior to the Close of Escrow, to remediate, or to incur any cost to remediate, any Hazardous Materials discovered by NCRC on the Property prior to the Close of Escrow. In the event that Hazardous Materials are so discovered, disposition of the situation shall be governed by the conditions set forth in Section [10.2]. NCRC acknowledges and agrees that, as between it and Authority, nothing in this Agreement shall ever be deemed, construed or interpreted to obligate Authority to remediate, or to incur any expense to remediate, any Hazardous Materials discovered on the Property either before or after the Close of Escrow unless and until Authority expressly agrees to do so in writing.

10.2 NCRC Right to Terminate. If, prior to the Close of Escrow, Hazardous Materials are discovered the cost of remediation of which is not covered by the Preliminary Project Budget, below, then NCRC, subject to the condition set forth below, shall have the right, prior to the Close of Escrow and provided that NCRC is not then in material default under this Agreement (subject to the notice and cure provisions of Section [17.1]), to terminate this Agreement by thirty (30) days’ notice to Authority. ’s right so to terminate this Agreement shall be subject to the condition precedent that NCRC first have (x) submitted to Authority any and all information then available to NCRC as to the nature and scope of the Hazardous Materials discovered and as to the cost estimated to remediate them, if any such cost estimate exists, and (y) offered to Authority the right, within fifteen (15) days after receipt of said statement, or such longer period of time as may 413
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20 reasonably be required by Authority to obtain competitive bids for the work, to elect, at its sole and absolute discretion, to increase the principal amount of the Authority Subordinate Loan by the amount of the cost to remediate said Hazardous Materials. If Authority so elects, then NCRC shall not have the right to terminate this Agreement under this Section [10.2] unless such additional funding is not approved by either the Senior Lender or the Tax Credit Partner.

11. DEVELOPMENT OF THE PROPERTY

11.1 Construction. Within ten (10) days after the Close of Escrow or such longer period as the Executive Director may approve, NCRC shall commence the Construction. All Improvements, together with all off site improvements that may be made by reason of governmental requirements as a condition to the Construction upon the Property, shall be constructed in a good and workmanlike manner using materials of good quality and in substantial compliance with the Final Construction Documents as modified pursuant to this Article [11], and shall comply with all applicable governmental permits, laws, ordinances and regulations. NCRC shall bear all cost of the Construction, including all fees and mitigation measures.

11.2 Changes; Authority Consent . Except as otherwise provided in this Agreement, NCRC shall not make any changes in the Final Construction Documents without the Executive Director’s prior written consent if such change (a) constitutes a material change in the building material or in the architectural design, value or quality of any of the Improvements, or (b) would result in an increase in construction costs in excess of One Hundred Thousand Dollars ($100,000) for any single change or in excess of Five Hundred Thousand Dollars ($500,000) for all such changes. Without limiting the above, Authority agrees that NCRC may make minor changes which do not change the Project’s aesthetics without the Executive Director’s prior written consent, provided that such changes do not violate any of the conditions specified herein.

11.3 Submission Requirement; Consent Process . If Authority consent is required, NCRC shall submit any proposed changes in the Final Construction Documents to the Executive Director at least ten (10) days prior to the commencement of construction relating to such proposed change. Requests for any change which requires consent shall be accompanied by working drawings and a written description of the proposed change, submitted on a change order form acceptable to the Executive Director, signed by NCRC. If a proposed change is approved, then NCRC shall be notified in writing within ten (10) days after submission. If the Executive Director fails to disapprove a proposed change within said ten (10)-day period, and state the reason(s) for such disapproval with reasonable particularity, then the proposed change shall be deemed approved.

11.4 Authority’s Review. Authority does not have, and by this Agreement expressly disclaims, the right to or duty for any review of the Final Construction Documents for the purpose of determining compliance with building codes, safety features or standards or for the purpose of determining or approving engineering or structural design, sufficiency or integrity. Authority’s approval of a direction or request to change the Final Construction Documents, specifications or drawings submitted by NCRC is not and shall not be a review or approval of the quality, adequacy or suitability of such Final Construction Documents, specifications or drawings, nor of the labor, materials, services or equipment to be furnished or supplied in connection therewith. Any change or alteration in any construction document pursuant to a direction or request in writing by 414
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21 Authority shall similarly be subject to the provisions of this Article unless in response to such direction or request NCRC or its representative shall notify Authority in writing that the direction or request, if executed as directed or requested, shall constitute a danger or hazard to life, safety or property or shall create a dangerous condition that would or might constitute such a danger or hazard and Authority nevertheless requires such change or alteration. Authority does not have and expressly disclaims any right of supervision or control over the architects, designers, engineers or other draft persons and professionals responsible for the drafting and formulation of the Final Construction Documents, or any right of supervision or control of contractors, builders, trades and other persons engaged in constructing and fabricating the Improvements pursuant to the Final Construction Documents. Authority further acknowledges that it shall not have any right to disapprove any plan, specification or drawing which logically evolves from any previously approved plan, specification or drawing or to request or require a change in any previously approved item.

11.5 Diligent Prosecution to Completion. Once the work is begun, NCRC shall, with reasonable diligence, prosecute the Construction to completion. Subject to force majeure, the Construction shall be completed and ready for use within twenty-four months after the Close of Escrow. Additionally, upon the written request of NCRC, the Executive Director may, at his sole and absolute discretion, grant one or more extensions of the date by which the Construction must be completed of, in the aggregate, not more than ninety (90) days. All work shall be performed in a good and workmanlike manner, shall substantially comply with the Final Construction Documents, and shall comply with all applicable governmental permits, laws, ordinances, and regulations.

11.6 Right of Access. During normal construction hours and not less than four (4) hours prior telephonic notice, representatives of Authority shall have the reasonable right of access to the Property without charges or fees for the purpose of inspecting the work of the Construction; provided, however, that such representatives shall present and identify themselves at NCRC’s construction office, be accompanied by a representative of NCRC while on the Property and obey NCRC’s, or its contractor’s, safety rules and regulations. In addition, Authority shall have the right to authorize the City and other public agencies to enter the Property, upon the same terms after reasonable prior written notice to NCRC, for the purpose of constructing, reconstructing, maintaining or repairing any public improvements or public facilities located on the Property.

Authority shall deliver written notice of the identity of its representatives to NCRC before such representatives enter the Property. Authority hereby indemnifies and holds NCRC, and its contractors, subcontractors, agents, representatives and employees, and the Property, harmless from and against any loss, cost, damage or liability, including, without limitation, attorneys’ fees, which results from the exercise by Authority, or any party acting under Authority’s authority, of the rights granted by this Section.

11.7 Governmental Approvals. If requested by Authority in writing, NCRC covenants and agrees to deliver to Authority conformed copies (and certified copies of all recorded instruments) of all governmental approvals and permits obtained by NCRC for the construction, alteration or reconstruction of any Improvements upon the Property in accordance with the Final Construction Documents. In no event shall NCRC commence construction of any Improvements pursuant to the provisions of this Article [11] until such time as NCRC shall have obtained all necessary governmental approvals and permits to so construct such Improvements. 415
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22 11.8 Authority’s Right to Discharge Lien. If NCRC does not cause to be recorded the bond described in California Civil Code Section 3143 or otherwise protect the Property under any alternative or successor statute, and a final judgment has been entered against NCRC by a court of competent jurisdiction for the foreclosure of a mechanic’s, materialman’s, contractor’s, or subcontractor’s lien claim, and if NCRC fails to stay the execution of the judgment by lawful means or to pay the judgment, Authority shall have the right, but not the duty, subject to the notice and cure rights of Mortgagees set forth elsewhere in this Agreement, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. NCRC shall reimburse Authority for all sums paid by Authority under this Section, together with all Authority’s reasonable attorneys’ fees and costs, plus interest on those sums, fees, and costs from the date of payment until the date of reimbursement at the Prime Rate plus three hundred basis points or the maximum rate permitted by law, whichever is less.

11.9 Notice of Completion . On completion of construction of the Improvements, NCRC shall file or cause to be filed a notice of completion. NCRC hereby appoints Authority as NCRC’s attorney-in-fact to file the notice of completion on NCRC’s failure to do so after the work of improvement has been substantially completed.

12. CLOSE OF ESCROW; EXPENSES

12.1 Documents to be Delivered. Upon receipt by the Escrow Holder of:
(a) the Grant Deed;
(b) the Agreement Containing Covenants;
(c) the Authority Subordinate Loan Note;
(d) the Authority Subordinate Loan Deed of Trust; and
(e) all other funds and documents required to close the Escrow in accordance with this Agreement;
and when the conditions precedent described in Sections [6.3.4], [7.6], and [7.8] have been satisfied or waived in writing by the Executive Director or NCRC, as applicable, the Escrow Holder shall, in the following order, record in the Official Records:
(a) the Grant Deed;
(b) the Senior Loan Security Documents;
(c) the Agreement Containing Covenants;
(d) the Authority Subordinate Loan Deed of Trust; and
(e) such other documents required to close the Escrow in accordance with this Agreement;
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23 and shall deliver to Authority:
(a) the Authority Subordinate Loan Note;
(b) conformed copies of the Grant Deed, Agreement Containing Covenants, and Authority Subordinate Loan Deed of Trust; and (c) the Authority Title Policy;
and shall deliver to NCRC:
(a) a copy of the Authority Subordinate Loan Note;
(b) conformed copies of the Grant Deed, Agreement Containing Covenants, and Authority Subordinate Loan Deed of Trust; and (c) the NCRC Title Policy.

12.2 Expenses of NCRC. NCRC shall pay: (a) any and all documentary transfer taxes and recording fees arising from conveyance of the Property from Authority to NCRC by the Grant Deed, (b) the Escrow fee, (c) the premium for the Authority Title Policy, and (d) all such other costs and expenses related to the Escrow and not expressly provided for herein.

12.3 Instruction to Escrow Holder Regarding Waiver of Transfer Taxes and Recording Fees. The Escrow Holder is hereby instructed to seek such waivers and exemptions from transfer taxes and recording fees as are available pursuant to Revenue and Taxation Code Section 11922 and Government Code Section 6103, respectively.

12.4 Broker’s Commissions. Developer represents and warrants that it has not engaged any broker, agent or finder in connection with this Agreement, and NCRC agrees to indemnify, protect, hold harmless, and defend the Indemnitees from any claim by any brokers, agents or finders retained by NCRC.

13. OTHER ESCROW INSTRUCTIONS

13.1 Funds in Escrow . All funds received in the Escrow shall be deposited by the Escrow Holder in a general escrow account with any state or national bank doing business in the State of California and reasonably approved by the Executive Director and NCRC, and such funds may be combined with other escrow funds of the Escrow Holder. All disbursements shall be made on the basis of a thirty (30)-day month.

13.2 Failure to Close. If the Escrow is not in condition to close on or before the time established in the Schedule of Performance, any party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand the return of its money, papers, or documents from the Escrow Holder. No demand for return shall be recognized until fifteen (15) days after the Escrow Holder (or the party making such demand) shall have mailed copies of such demand to the other party. Objections, if any, shall be raised by written notice to the Escrow Holder and to the other party within the 15-day period, in which event the Escrow 417
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24 Holder is authorized to hold all money, papers and documents until instructed by mutual agreement of the parties or, upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible.

If objections are raised in the manner provided above, the Escrow Holder shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Executive Director and NCRC, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. If no such objections are made within said 15-day period, the Escrow Holder shall immediately return the demanded money, papers or documents.

13.3 Amendments. Any amendment to these Escrow instructions shall be in writing and signed by the Executive Director or Authority Counsel and NCRC. At the time of any amendment, the Escrow Holder shall agree to carry out its duties as the Escrow Holder under such amendment.

13.4 Notices. All Notices from the Escrow Holder to Authority or NCRC shall be given in the manner provided in Article [18].

13.5 Liability. The liability of the Escrow Holder under this Agreement is limited to performance of the obligations imposed upon it under Sections [12.1], [12.3], [13.1], [13.2] and [13.3].

14. CERTIFICATE OF COMPLETION
Promptly after completion of all construction and development of the Improvements in conformity with the Final Construction Documents and the Scope of Development, the Executive Director shall furnish NCRC with a final Certificate of Completion upon written request therefor by NCRC. Such final Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction and development required by this Agreement upon the Property.

The Certificate of Completion shall be in such form as to permit it to be recorded in the Official Records of the County.

If, after written request therefor from NCRC, the Executive Director refuses or fails to furnish the Certificate of Completion, the Executive Director shall, within thirty (30) days after the written request, provide NCRC with a written statement of the reasons he refused or failed to furnish the Certificate of Completion. The statement shall also contain his opinion of the action NCRC must take to obtain the Certificate of Completion. If the reason for such refusal is confined to either (a) the immediate unavailability of specific items or materials for landscaping or (b) the need only to complete “punch list” items, the Executive Director will issue the Certificate of Completion upon the posting of a bond by NCRC with Authority in an amount representing the fair value of the work not yet completed. If the Executive Director shall have failed to provide such written statement within said 30-day period, NCRC shall be deemed entitled to the Certificate of Completion and Authority shall thereafter provide the Certificate of Completion promptly upon the written request of NCRC.
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25 Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of NCRC to any holder of a mortgage or any insurer of a mortgage securing money loaned to finance the Improvements. Such Certificate of Completion shall not be notice of completion as referred to in Section 8182 of the California Civil Code.

15. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

15.1 NCRC’s Formation, Qualification and Compliance . NCRC (a) is validly existing and in good standing under the laws of the State of California, (b) has all requisite authority to conduct its business and own and operate its properties, (c) has all requisite authority to execute and perform its obligations under this Agreement.

15.2 Litigation. NCRC represents and warrants that there are no material actions, lawsuits or proceedings pending or, to the best of NCRC’s knowledge, threatened against or affecting NCRC, the adverse outcome of which could have a material adverse affect on NCRC’s ability to perform its obligations under this Agreement.

15.3 Authority Action. Authority represents and warrants that this Agreement has been duly authorized and it has all necessary power and authority to perform its obligations under this Agreement in accordance with its terms.

15.4 Sources of Funds. Authority represents and warrants that the sources upon which it will draw to fund the Authority Subordinate Loan shall be as set forth in the recitals to the Authority Subordinate Loan Note.

16. INDEMNIFICATION

16.1 Nonliability of Authority. NCRC acknowledges and agrees that:
(a) Authority neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform NCRC of any matter in connection with the Project, including matters relating to: (i) the Final Construction Documents, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the Project and its conformity with the Final Construction Documents; and NCRC shall rely entirely on its own judgment with respect to such matters and acknowledge that any review, inspection, supervision, approval or information supplied to NCRC by Authority in connection with such matters is solely for the protection of Authority and that neither NCRC nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of this Agreement: (i) Authority is not a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of NCRC and Authority does not intend to ever assume any such status; and (ii) Authority shall not be deemed responsible for or a participant in any acts, omissions or decisions of NCRC;
(c) Authority shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property whether arising from: (i) any defect in any building, grading, 419
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26 landscaping or other onsite or offsite improvement; (ii) any act or omission of NCRC or any of NCRC’s agents, employees, contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon not caused by the Indemnitees; and (d) By accepting or approving anything required to be performed or given to under this Agreement, including any certificate, financial statement, survey, appraisal or insurance policy, Authority shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by Authority to anyone.

16.2 Indemnity. Except with respect to Hazardous Materials found to exist on the Property prior to the Close of Escrow, NCRC shall indemnify, protect, hold harmless and defend (with counsel reasonably satisfactory to the Executive Director) the Indemnitees from and against any and all losses, costs, claims, expenses, damages (including, without limitation, foreseeable or unforeseeable consequential damages) and liabilities (including, without limitation, reasonable attorneys’ fees and court costs) directly or indirectly arising from, related to, or as the result of (a) the death of any person, (b) damage, injury or loss to any person, or (c) damage or injury to any property occurring or resulting directly or indirectly from the use, occupancy or development of the Property pursuant to this Agreement, the activities of NCRC or its officers, directors, employees, agents, servants or contractors, or from any other cause, except to the extent caused by the Indemnitees’ negligence or willful misconduct. This indemnity shall survive termination of this Agreement and issuance of the Certificate of Completion.

16.3 Reimbursement of Authority. Except with respect to Hazardous Materials found to exist on the Property prior to the Close of Escrow, NCRC shall, within fifteen (15) days after written demand, reimburse Authority for all costs reasonably incurred by Authority (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants) in connection with Authority enforcement of the Project Documents and all related matters, including, without limitation, the following: (a) Authority’s commencement of, appearance in, or defense of any action or proceeding purporting to affect the rights or obligations of the parties to any Project Document; and (b) all claims, demands, causes of action, liabilities, losses, and other costs against which Authority is indemnified under the Project Documents. Such reimbursement obligations shall bear interest from the date occurring fifteen (15) days after Authority makes written demand to NCRC at the rate of ten percent (10%) per annum or the maximum rate allowed by law, whichever is less. Such reimbursement obligations shall survive the cancellation of the Authority Subordinate Loan Note, and the release and reconveyance of the Authority Subordinate Loan Deed of Trust.

17. DEFAULTS AND REMEDIES

17.1 Event of Default. Any of the following events or occurrences with respect to either party shall constitute a material breach of this Agreement and, after the expiration of any applicable cure period, shall constitute an “Event of Default” by such party:
(a) The failure by either party to pay any amount in full when it is due under this Agreement, if the failure has continued for a period of fifteen (15) days after the party entitled to payment demands in writing that the other party cure that failure. 420
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27 (b) The failure by either party to perform any material obligation under this Agreement, which by its nature such party has no capacity to cure. (c) The failure by either party to perform any other obligation under this Agreement, including, without limitation, the other Project Documents, if the failure has continued for a period of thirty (30) days after demand in writing that such party cure the failure. If, however, by its nature the failure cannot reasonably be cured within thirty (30) days, such party may have such longer period of time as is reasonably necessary to cure the failure, provided, however, that such party commence said cure within said thirty (30)-day period, and thereafter diligently prosecute said cure to completion within ninety (90) days.

17.2 No Waiver. Except as otherwise expressly provided in this Agreement, any failure or delay by any party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default, or of any such rights or remedies, or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

17.3 Rights and Remedies are Cumulative . Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by another party.

18. NOTICES
All notices, consents, demands, approvals and other communications (the “Notices”) that are given pursuant to this Agreement shall be in writing to the appropriate party and shall be deemed to have been fully given when delivered, including delivery by commercial delivery service, or if deposited in the United States mail, certified or registered, postage prepaid, when received or refused. All Notices shall be addressed as follows:

If to NCRC: National Community Renaissance of California 9692 Haven Avenue
Rancho Cucamonga, CA 91730
Attn: Chief Financial Officer
With a copy to:

Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, California 94104
Attn: Lauren Fechter
If to Authority: Ontario Housing Authority
303 East “B” Street
Ontario, California 91764
Attn: Executive Director
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28 Addresses for notice may be changed from time to time by notice to all other parties.

Notwithstanding that Notices shall be deemed given when delivered, the nonreceipt of any Notice as the result of a change of address of which the sending party was not notified shall be deemed receipt of such Notice.

19. PROJECT SIGN/PROJECT NAME

19.1 Project Sign . NCRC agrees to construct, erect and maintain upon the Property during the course of construction a sign that identifies the Project as an Authority-assisted activity.

The design, content and dimensions of such signs shall be subject to the prior approval of the Executive Director, which approval shall not be unreasonably withheld or delayed.

19.2 Project Name. NCRC shall be required to obtain Executive Director approval of the name of the Project and any change thereof, which approval shall not be unreasonably withheld or delayed.

20. ASSIGNMENT

20.1 Generally Prohibited. Except as otherwise expressly provided to the contrary in this Agreement, NCRC shall not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Executive Director, which consent may be withheld in his sole and absolute discretion. Any such assignment or delegation without such consent shall, at Authority’s option, be void.

20.2 Consent to Specific Assignment. Notwithstanding the prohibition on assignment set forth above, NCRC shall have the right, subject to the conditions set forth below, to assign NCRC’s rights under this Agreement to a California limited partnership (the “Assignee”) in which NCRC or an affiliate thereof shall be the managing general partner. The conditions, for the benefit of Authority, to NCRC’s right so to assign are as follows:
(a) the Executive Director shall have reviewed and approved the limited partnership agreement;
(b) the Assignee shall have executed and delivered to the Executive Director, in form and substance satisfactory to the Executive Director and for the benefit of Authority as an intended third-party beneficiary, an assumption of NCRC’s covenants and obligations under this Agreement;
(c) the representations and warranties of NCRC contained in this Agreement shall be correct as of the date of the assignment and assumption as though made on and as of that date and, if requested by the Executive Director, Authority shall have received a certificate to that effect signed by an officer of NCRC; (d) no Event of Default by NCRC under this Agreement shall then exist, and no event shall then exist which, with the giving of notice or the passage of time or both, would constitute an Event of Default by NCRC under this Agreement and, if requested by the Executive Director, Authority shall have received a certificate to that effect signed by an officer of NCRC; and
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29 (e) such other conditions as the Executive Director may reasonably require that are germane to the assignment.

If such an assignment is made, then NCRC, if and when the Certificate of Completion is issued, shall be released from any liability under this Agreement arising from and after the date of such issuance of the Certificate of Completion. The Authority will work in good faith to timely allow such an assignment to occur and to execute such documents as may be reasonably necessary to effectuate such assignment.

21. ADMINISTRATION
Following approval of this Agreement by Authority, this Agreement shall be administered and executed on behalf of Authority by the Executive Director. The Executive Director shall have the authority to issue interpretations, waive terms and conditions, and enter into amendments of this Agreement (including, without limitation, to the Schedule of Performance) on behalf of Authority provided that such actions do not substantially change the uses or development permitted of the Property or materially add to the costs of Authority provided herein. All other waivers or amendments shall require the formal consent of Authority.

22. MISCELLANEOUS

22.1 Counterparts. This Agreement may be executed in counterparts, all of which, taken together, shall be deemed to be one and the same document.

22.2 Prior Agreements; Amendments; Consents. This Agreement contains the entire agreement between Authority and NCRC with respect to the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement. No modification of this Agreement (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given.

22.3 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Assuming proper service of process, NCRC and Authority waive any objection regarding personal or in rem jurisdiction and agree that venue shall be proper in the County of San Bernardino, California.

22.4 Severability of Provisions . No provision of this Agreement that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of this Agreement are hereby declared to be severable.

22.5 Headings. Article and section headings are included in this Agreement for convenience of reference only and shall not be used in construing this Agreement.

22.6 Time of the Essence. Time is of the essence of this Agreement.

22.7 Conflict of Interest. No member, official or employee of Authority shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to this Agreement which is prohibited by law.
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30 22.8 Warranty Against Payment of Consideration . NCRC warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement.

22.9 Nonliability of Authority Officials and Employees . No member, official or employee of Authority shall be personally liable to NCRC, or any successor in interest, in the event of any default or breach by Authority or for any amount which may become due to NCRC or successor, or on any obligation under the terms of this Agreement.

22.10 Submission of Documents and Other Matters for Approval . Whenever this Agreement requires either party to submit plans, drawings, documents or other matters to the other party for approval, and there is no time specified herein for such approval, the submitting party may submit a letter requiring approval or rejection by the other party of the documents or matter submitted within ten (10) Business Days (or such longer time as this Agreement may allow for any particular approval) after submission, and unless rejected within the stated time such documents or matter shall be deemed approved. Except where such approval is expressly reserved to the sole discretion of the approving party, all approvals required hereunder by either party shall be reasonable and not unreasonably withheld or delayed. NCRC expressly acknowledges and agrees that inasmuch as City is not a party to this Agreement, neither this Section, nor any other term or condition of this Agreement is applicable to or binding on City.

22.11 Force Majeure. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; litigation beyond the reasonable control of a party; unusually severe weather; inability, despite best efforts, to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier beyond the reasonable control of a party; acts of the other party; acts or the failure to act of any public or governmental entity (except that acts or the failure to act of Authority shall not excuse performance by Authority); or any other acts or causes beyond the reasonable control of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause.

Force Majeure shall serve also to extend the time by which any condition, for the benefit of either party, shall be satisfied under this Agreement. [INTENTIONALLY LEFT BLANK]
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31 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
“NCRC”

NATIONAL COMMUNITY RENAISSANCE OF
CALIFORNIA, a California nonprofit, public
benefit corporation
By: _____________________________________ ,
President
Date: __________________________ [Mandatory]
“Authority”
ONTARIO HOUSING AUTHORITY, a public
body, corporate and politic
By: ______________________________________
Scott Ochoa, Executive Director
Date:_______________________ [Mandatory]
APPROVED AS TO FORM:

Best, Best & Krieger LLP
Authority Counsel
By:
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32 LIST OF EXHIBITS

EXHIBIT DESCRIPTION
“A” Legal Description of the Property
“B” Schedule of Performance [to come from NCRC]
“C” Scope of Development [to come from NCRC]
“D” Preliminary Project Budget [to come from NCRC]
“E” Grand Deed
“F” Authority Subordinate Loan Note
“G” Authority Subordinate Loan Deed of Trust
“H” [Intentionally Omitted]
“I” Form of Assignment of Plans and Architect’s Contract “J” [Intentionally Omitted]
“K” [Intentionally Omitted]
“L” Agreement Containing Covenants
“M” [Intentionally Omitted]
“N” Form of Authority/Construction Lender Disbursement Letter Agreement 426
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EXHIBIT “A” - 1
EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY
The real property situated in the City of Ontario, County of San Bernardino, State of California, and described as follows:

Holt Blvd.

APN: 1048-481-06-0000
38,768 SF/.89 acres
Lot Number: 6 District: 07 City, Municipality, Township: CITY OF COLTON Brief Description: REVISED MAP OF HANSON AND CO ADD E 87 FT S 1/2 W 1/2 E 1/2 LOT 6 935 E Holt Blvd.

APN: 1048-481-07-0000
40,129 SF/.92 acres
Lot Number: 6 District: 07 City, Municipality, Township: ONTARIO Brief Description:

REVISED MAP OF HANSON AND CO ADD E 43.5 FT S 297.5 FT E 1/2 W 1/2 AND W 87 FT S 1/2 W 1/2 E 1/2 LOT 6 EX ST
905 E Holt Blvd
APN: 1048-481-08-0000
68,389 SF/1.57 acres
Lot Number: 6 District: 07 Brief Description: REVISED MAP OF HANSON AND CO ADD E 1/2 W 1/2 LOT 6 EX E 43.5 FT S 297.5 ST EX N 153 FT AND EX ST 1.57 AC M/L 957 E Holt Blvd.

APN: 1048-481-28-0000
51,531 SF/1.18 acres
District: 07 City, Municipality, Township: ONTARIO Brief Description: PARCEL 2 OF THAT CERTAIN LLA 08-007 IN THE CITY ONTARIO COUNTY OF SAN BERNARDINO STATE OF CA RECORDED NOVEMBER 10, 2008 AS
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EXHIBIT “B”

Page 1 of 2 ends

957 E Holt Blvd.

APN: 1048-481-29-0000
50,965 SF/1.17 acres
District: 07 City, Municipality, Township: ONTARIO Brief Description: ALL THAT CERTAIN

REAL PROPERTY SITUATED IN THE COUNTY OF STATE OF CA DESCRIBED AS FOLLOWS PARCEL 1 OF THAT CERTAIN LLA 08-007
EXHIBIT “B”

SCHEDULE OF PERFORMANCE
Task/Event Time for Performance

1. Land Use Entitlements. Per Section [4.1],
the Land Use Entitlements shall have been
obtained.

2. NCRC/Submission of Preliminary
Design Documents. NCRC shall submit to
the Executive Director for approval the
Preliminary Design Documents per Section
[5.3]
Not later than 60 days after the Effective
Date.

3. Executive Director/Preliminary Design
Documents. The Executive Director shall
approve, conditionally approve or disapprove
the Preliminary Design Documents submitted
by NCRC.

4. Authority/TEFRA Hearing. Authority
shall hold a public hearing to authorize
issuance of qualified residential rental project
bonds for the Project if necessary.

Not later than promptly after the Project has
been awarded funding for the Project, if
required by the applicable funding source.

5. NCRC/Project Financing. Per Section
[7.6(c)], NCRC shall submit to the Executive
Director for approval preliminary
commitments for Project Financing.

Not later than 90 days after receipt by NCRC
from TCAC of a reservation of Tax Credits
and a Private Activity Bond allocation for the
Project, if and as applicable.

6. NCRC/Submission of Final
Construction Documents. Per Section [5.5],
Not later than 120 days after receipt by
NCRC from TCAC of a reservation of Tax
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NCRC shall submit to City for plan check the
final construction documents for the Project.

Credits and a Private Activity Bond allocation
for the Project, if and as applicable.

7. Executive Director/Project Financing.

The Executive Director shall approve,
conditionally approve or disapprove NCRC’s
preliminary commitments for Project
Financing.

Not later than three (3) business days after
receipt of a complete set thereof.

8. Executive Director/Final Construction
Documents. The Executive Director shall
approve, conditionally approve or disapprove
the Final Construction Documents submitted
by NCRC.

Not later than five (5) business days after
receipt of a complete set of Final Construction
Documents.

9. NCRC/Satisfaction of Final Conditions
and Close of Escrow. NCRC shall cause the
conditions set forth in Sections [6.3.5] and
[7.6] to be satisfied and escrow shall close.

Not later than eighteen (18) months from the
Effective Date. The Parties may mutually
agree to extend the date for Close of Escrow
by up to two six (6) month periods on mutual
agreement.

10. NCRC/Construction of Project. NCRC
shall commence and complete construction of
the Project.

Per this Agreement, including, without
limitation, Article [11] hereof, construction
shall commence within ten (10) days after the
Close of Escrow or such longer period as the
Executive Director may approve.

If NCRC fails to satisfy any obligation by the deadline set forth above, NCRC shall not be in default under this Agreement unless NCRC has first been given written notice of such failure and an opportunity to cure pursuant to Section [17.1(c)]. Any cure by NCRC within the period set forth by Section [17.1(c)] shall constitute a full and complete cure of the failure, notwithstanding the fact that the deadline established herein was not first met by NCRC, provided, further, that in the event NCRC is unable to meet the conditions for Close of Escrow due to circumstances outside of its control (including, without limitation, failure to obtain an award of tax credits or obtain commercially reasonable terms of financing) it shall not be an event of default hereunder and this Agreement shall automatically terminate unless each of NCRC and the Authority mutually agree to extend the deadline hereunder. 429
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EXHIBIT “C”

SCOPE OF DEVELOPMENT
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EXHIBIT “D”

PRELIMINARY PROJECT BUDGET
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EXHIBIT “E”

GRANT DEED
Recording Requested by:

ONTARIO HOUSING AUTHORITY

WHEN RECORDED RETURN TO AND
MAIL TAX STATEMENTS TO:

National Community Renaissance of California
9421 Haven Avenue
Rancho Cucamonga, CA 91730
APN: [Free Recording Requested
Government Code Section 6103]

GRANT DEED CONTAINING COVENANTS,

CONDITIONS AND RESTRICTIONS
[Holt/Allyn Multifamily Affordable Housing Project]

FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, ONTARIO HOUSING AUTHORITY, a public body, corporate and politic, of the State of California, herein called “Grantor,” hereby grants to NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, a California nonprofit, public benefit corporation, herein called “Grantee,” certain real property, herein called the “Property” and described in Exhibit [“A”] attached hereto and incorporated herein by this reference.

1. Grantor excepts and reserves from the Property all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface of the Property, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances, or minerals from the Property or other lands, but without, however, any right to penetrate or use either the surface of the Property or any portion of the Property within 500 feet of the surface for any purpose or purposes whatsoever, as and to the extent reserved by the parties named in deeds, leases and other documents of record.

2. Grantor excepts and reserves any existing street or alley or proposed street or alley, or portion of any existing street or alley or proposed street or alley, lying outside the boundaries of the Property which might otherwise pass with a conveyance of the Property, including the fee title reversion underlying public rights of way abutting the boundaries of the Property.

3. The Property is conveyed subject to all easements, covenants, conditions, restrictions, and other encumbrances of record, and those revealed by inspection of the Property. 432
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4. The Property is conveyed in accordance with that certain Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of _____________, 202__ (the “Agreement”); which document is a public record on file in the office of the Secretary of the Grantor.

5. The Property is conveyed to Grantee for a purchase price herein called “Purchase Price,” determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property and each portion thereof, that Grantee, such successors and such assigns shall, in accordance with the Agreement, including, without limitation, the Final Construction Documents (as defined in the Agreement) and the Schedule of Performance (as defined in the Agreement), improve the Property.

6. Prior to issuance by the Grantor of a Certificate of Completion (as defined in the Agreement) for the improvements to be made on and to the Property, Grantee hereby covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property that:
(a) Grantee shall not, except as expressly permitted by the Agreement, assign or attempt to assign the Agreement or any rights therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property or the improvements thereon without the prior written approval of Grantor. Except as otherwise provided in the Agreement, this prohibition shall not apply to the Property subsequent to the issuance of the Certificate of Completion. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Property or to prohibit or restrict the leasing for occupancy of all or any part of the improvements on the Property.
(b) Grantee shall not place, suffer or allow to be placed on the Property, or on any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Section [6(b)]. Mortgages, deeds of trust, sales and leases back, or any other reasonable form of conveyance for financing are permitted before issuance of a Certificate of Completion, but only for the purpose of securing funds to be used for financing the acquisition of the Property, construction of the improvements thereon, and any other expenditures necessary and appropriate to develop the Property pursuant to the Agreement.

Grantee shall not enter into any such conveyance for financing without the prior written approval of Grantor, which approval Grantor agrees to give if the conveyance conforms to the provisions set forth above. In any event, Grantee shall promptly notify Grantor of any mortgage, deed of trust, sale and leaseback or other financing conveyance, encumbrance or lien that has been created or attached thereto prior to completion of the construction of the improvements on the Property, whether by voluntary act of Grantee or otherwise.

7. Prior to the issuance by the Grantor of a Certificate of Completion of construction of the improvements to be constructed on the Property or on any part thereof:
(a) Grantor shall have the right, at its option, to reenter and take possession of the Property (or any portion thereof) with all improvements thereon, and terminate and revest in Grantor the estate theretofore conveyed to Grantee, if Grantee shall:
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i) fail to commence construction of the improvements as required by the Agreement for a period of fifteen (15) days after this Grant Deed is recorded; or
ii) subject to force majeure, abandon or substantially suspend construction of the improvements for a period of thirty (30) days after written notice of such abandonment or suspension has been given by Grantor; or iii) assign or attempt to assign the Agreement, or any rights therein, or transfer, or suffer any involuntary transfer of the Property, or any part thereof, in violation of the Agreement, and such violation shall not be cured within thirty (30) days after written demand by Grantor; or
iv) default in any other term or condition of the Agreement, and fail to cure such default within the time required by the Agreement. (b) The right to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit:
i) Any mortgage, deed of trust or other security instrument permitted by the Agreement and approved by Grantor;
ii) Any rights or interests provided in the Agreement for the protection of the holders of such mortgages, deeds of trust, or other security instruments. (c) The right to reenter, repossess, terminate and revest with respect to the Property shall terminate when the Certificate of Completion regarding the improvements to be made on and to the Property pursuant to the Agreement has been issued by Grantor. (d) In the event title to the Property or any part thereof is revested in Grantor as provided in this Section [7], Grantor shall, pursuant to its responsibilities under California law, use its best efforts to resell the Property or part thereof as soon and in such manner as Grantor shall find feasible and consistent with the objectives of such law to a qualified and responsible party or parties (as determined by Grantor) who will assume the obligation of making or completing the improvements, or such other improvements in their stead as shall be satisfactory to Grantor. Upon such resale of the Property, the proceeds thereof shall be applied:
i) First, to reimburse Grantor, on its own behalf or on behalf of the City of Ontario, for all costs and expenses incurred by Grantor, including but not limited to salaries to personnel, in connection with the recapture, management and resale of the Property or part thereof (but less any income derived by Grantor from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charges during the period of ownership thereof by Grantor, an amount, if paid, equal to such taxes, assessments, or charges (as determined by the assessing 434
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official) as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in Grantor or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property or part thereof; and any amount otherwise owed to Grantor by Grantee and its successors or transferees; and
ii) Second, to reimburse Grantee, its successor or transferee, up to the amount equal to the sum of (1) the Purchase Price paid to Grantor by Grantee for the Property (or allocable to the part thereof), and (2) the costs incurred for the development of the Property and for the improvements existing on the Property at the time of the reentry and repossession, less (3) any gains or income withdrawn or made by Grantee from the Property or the improvements thereon; iii) Any balance remaining after such reimbursements shall be retained by Grantor.
(e) Any instrument or instruments by which Grantee transfers or conveys the Property, or any portion thereof, shall contain appropriate reference and provision to give effect to Grantor’s right of reentry provided in this Section [7]. (f) To the extent that the rights established in this Section [7] involve a forfeiture, it must be strictly interpreted against Grantor, the party for whose benefit it is created. The rights established in this Section [7] are to be interpreted in light of the fact that Grantor has conveyed the Property to Grantee for development and not for speculation.

8. Grantee covenants and agrees for itself, its successors, assigns and any successor in interest to the Property that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land.

9. Grantee shall refrain from restricting the rental, sale, or lease of the Property on the basis of sex, sexual orientation, marital status, race, color, creed, religion, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to the following nondiscrimination or nonsegregation clauses:
(a) In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital 435
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status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or herself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.” (b) In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or group of persons, on account or race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein leased.”
(c) In contracts: “There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, or use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land.”

10. Promptly after completion by Grantee of the improvements upon the Property required under the Agreement, and after satisfaction of any other conditions precedent thereto established by the Agreement and upon written request therefor, Grantor shall furnish Grantee with a Certificate of Completion for the Property. Grantor shall not unreasonably withhold such Certificate of Completion. Such Certificate of Completion shall be, and shall state that it constitutes, conclusive determination of satisfactory completion of the construction and development of the improvements required by the Agreement upon the Property.

The Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the County Recorder, County of San Bernardino, California.

If Grantor refuses or fails to furnish the Certificate of Completion after a written request therefor by an entity entitled thereto pursuant to this Grant Deed, Grantor shall, within thirty (30) days after written request, provide the requesting party with a written statement of the reasons why Grantor refuses or fails to furnish such Certificate of Completion. The statement shall also contain Grantor’s opinion of the action that must be taken to obtain such Certificate of Completion. If the reason for such refusal is minor, unfinished work for which a specific cost can 436
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be specified, or if it is confined to the immediate unavailability of specific items or materials for landscaping, Grantor will issue its Certificate of Completion upon the posting of a bond by such requesting party with Grantor in an amount representing the cost of the work not yet completed.

If Grantor shall have failed to provide such written statement within said 30-day period, the requesting entity shall be deemed entitled to the Certificate of Completion.

Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Grantee to any holder of a mortgage, nor to any insurer of a mortgage, securing money loaned to finance the improvements or any part thereof. Such Certificate of Completion is not notice of completion as referred to in California Civil Code Section 38182

11. The covenants contained in Sections [5,] [6,] and [7] of this Grant Deed shall terminate upon issuance by Grantor of a Certificate of Completion for the Property. Every other condition, covenant, and restriction contained in this Grant Deed not previously terminated shall terminate on the fifty-fifth (55th) anniversary of the date of recordation of this Grant Deed in the Official Records of the County of San Bernardino, except that the covenants against discrimination contained in Sections [8] and [9] of this Grant Deed shall remain in perpetuity.

12. All covenants, conditions, and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit of, and in favor of, and enforceable by Grantor, its successors and assigns, against Grantee, its successors and assigns to or of the Property, or any portion thereof, or any interest therein, and any party in possession or occupancy of the Property, or any portion thereof, for the duration of such covenants, conditions, and restrictions.

13. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Grantor shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purpose of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate.

Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law, suits in equity, or other proper proceedings to enforce the curing of such breach of agreement or covenant.

14. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by Section [6(b)] of this Grant Deed; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale, or otherwise.

15. Both before and after issuance of a Certificate of Completion, only Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any 437
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part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, conditions, or other restrictions contained in this Grant Deed, or to subject the Property to additional covenants, conditions, or other restrictions.

Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, conditions, or other restrictions contained in this Grant Deed or to subject the Property to additional covenants, conditions, or other restrictions without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification, shall not benefit or be enforceable by any person or entity having any interest less than a fee interest in the Property or any part thereof, other than Grantor and the City of Ontario.

16. None of the terms, covenants, agreements, or conditions heretofore agreed upon in writing in the Agreement, or other instruments between the parties to this Grant Deed, or their predecessors in interest, with respect to obligations to be performed, kept, or observed by Grantee or Grantor with respect to the Property, or any part thereof, after this conveyance of the Property shall be deemed to be merged with this Grant Deed.

17. The covenants contained in this Grant Deed shall be construed as covenants running with the land, and not as conditions which might result in forfeiture of title.

IN WITNESS WHEREOF , Grantor and Grantee have caused this instrument to be executed.

ONTARIO HOUSING AUTHORITY, a public
body, corporate and politic
By:_______________________________________
Scott Ochoa, Executive Director
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APPROVED AS TO FORM:

Best, Best & Krieger LLP
Authority Counsel
By:

The Grantee hereby accepts and approved each of the covenants, conditions and restrictions set forth in this Grant Deed.
“NCRC”

NATIONAL COMMUNITY RENAISSANCE OF
CALIFORNIA, a California nonprofit, public
benefit corporation
By: ______________________________________
________________, President
Date: ______________ [Mandatory]
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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

COUNTY OF
On this ___ day of ______________, 20__ before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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: (Seal)
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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

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: (Seal)
441
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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

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: (Seal)
442
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EXHIBIT “A” - 1
EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY
The Real Property situated in the City of Ontario, County of San Bernardino, State of California, and described as follows:

The real property situated in the City of Ontario, County of San Bernardino, State of California, and described as follows:

Holt Blvd.

APN: 1048-481-07-0000
40,129 SF/.92 acres
Lot Number: 6 District: 07 City, Municipality, Township: ONTARIO Brief Description:

Page 1 of 1 ends

957 E Holt Blvd.

APN: 1048-481-29-0000
50,965 SF/1.17 acres
District: 07 City, Municipality, Township: ONTARIO Brief Description: ALL THAT CERTAIN

REAL PROPERTY SITUATED IN THE COUNTY OF STATE OF CA DESCRIBED AS FOLLOWS PARCEL 1 OF THAT CERTAIN LLA 08-007
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EXHIBIT “F”

AUTHORITY SUBORDINATE LOAN NOTE
[Holt/Allyn Multifamily Affordable Housing Project]
$___________ As of _________________, 202_
Ontario, California

RECITALS
A. WHEREAS, NATIONAL COMMUNITY RENAISSANCE OF
CALIFORNIA, a California nonprofit, public benefit corporation (“Borrower”), and the ONTARIO HOUSING AUTHORITY, a public body, corporate and politic (“Lender”), entered into that certain Disposition and Development Agreement dated as of ____________ (the “DDA”); and
B. WHEREAS, pursuant to the DDA, Lender has made the “Authority Subordinate Loan” to Borrower to finance ________________ Dollars ($_______) in Project Costs.

NOW, THEREFORE, FOR VALUE RECEIVED , Borrower promises to pay to the order of Lender, at 303 East “B” Street, Ontario, California 91764, or at such other place as Lender may from time to time designate in writing, (a) the principal sum of ___________________ Dollars ($_________) with interest from the Recordation Date until paid at the Applicable Federal Rate (fixed on the Recordation Date) per annum (the “Land Price Portion”), (b) the principal sum of _______________ Dollars ($_______) with interest from the Recordation Date until paid at the simple rate of 1.00% per annum (the “Project Portion”), and (c) all fees, costs and expenses payable hereunder.

1. DEFINITIONS; INTERPRETATION; ACCOUNTING.

1.1 Definitions. Initially capitalized words and terms used in this Note without definition shall have the meanings ascribed thereto in the DDA or the following definitions, unless the context or use clearly requires otherwise:
“Appraisal Process” shall mean the parties shall first attempt to agree on the Fair Market Value of the subject property. If they are unable to come to an agreement within ten (10) Business Days, the Fair Market Value shall be determined by appraisal. Lender and Borrower shall each name one (1) M.A.I. appraiser within five (5) Business Days. If the two (2) appraisers cannot agree on the Fair Market Value within thirty (30) days after the date on which the second appraiser is named, they shall appoint a third M.A.I. appraiser. If the third appraiser agrees with either of the originally asserted appraisals of the first two (2) appraisers, then the agreed value shall be the Fair Market Value. If there is no such agreement, then the arithmetic average of the two (2) closest of the three (3) appraisals shall be the Fair Market Value. Each party shall bear the cost of its own appraiser. The cost of the third appraiser, if any, shall be borne equally by the parties. “Area” means the Primary Metropolitan Statistical Area in which the Property is located, as promulgated by the U.S. Department of Housing and Urban Development. 445
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“Authority Subordinate Loan Deed of Trust ” means the Deed of Trust of even date herewith by which this Note is secured.
“Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate at all times shall be equal to the rate of interest announced publicly by Bank of America, N.A., from time to time as its base rate. “Capital Improvements” means all work and improvements with respect to the Property for which costs and expenses may be capitalized in accordance with GAAP. “Cash Flow ” means, for the applicable period of time, the remainder of Net Operating Income less Debt Service.
“Commencement Date” shall mean the earlier of (a) when the Construction has been completed as evidenced by recordation in the Official Records of the Notice of Completion therefor, or (b) when the Improvements have been placed in service. “Construction” means the construction to be performed by Borrower pursuant to Article [11] of the DDA.
“Conversion” means replacement of the Construction Loan by the Take-Out Loan. “CPI” means the Consumer Price Index-Urban Wage Earners and Clerical Workers (Los Angeles-Anaheim-Riverside, California, All Items, Base 1982-84 = 100) as published by the United States Department of Labor, Bureau of Labor Statistics. Should the Bureau discontinue the publication of the Index, or publish the same less frequently or in a different schedule, or alter the same in some other manner including, without limitation, changing the name of the Index or the geographic area covered by the Index, Borrower and Lender shall adopt a substitute index or procedure which reasonably reflects and monitors consumer prices. “Debt Service” means scheduled debt service on the Senior Loan and mandatory, fixed, installment payments on the Authority provided sources, if and as applicable. “Effective Gross Income” means Operating Income after allowance for vacancy and collection losses.
“Executive Director” means the Executive Director of Lender or his designee. “Fair Market Value” shall have the meaning provided in Section 1263.320(a) of the California Code of Civil Procedure or any successor statute thereto. “Fiscal Year ” means the fiscal year of Borrower, which is the calendar year. “GAAP” has the meaning set forth in Section [1.3] of this Note. “Improvements” means the improvements to be made to the Property by Borrower in accordance with the DDA.
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“Net Operating Income” means, for the applicable period of time, the amount, if any, by which Operating Income for such period exceeds Operating Expenses paid by Borrower during such period. The calculation of Net Operating Income for each Fiscal Year shall be computed based on GAAP (whether or not Operating Expenses are properly deductible or must be characterized as a capital expenditure under the Internal Revenue Code). “Net Refinancing Proceeds ” means, from time to time, the proceeds of any Refinancing in excess of (a) the amount of any senior obligation or debt secured by the Property and satisfied out of such proceeds, and (b) the reasonable and customary costs and expenses incurred in connection with such Refinancing.
“Net Sale Proceeds ” means, from time to time, the gross proceeds of a Sale, irrespective of the form of said proceeds, less (a) payment in full of the Senior Loan, (b) return of the cash equity invested in the Project by the partners in Borrower, (c) any reserve reasonably contemplated by Borrower’s partnership agreement at the time this Note was executed by Borrower, (d) payment on approved senior debt; and (e) the reasonable and customary costs and expenses incurred by Borrower in connection with the subject Sale. If Lender reasonably determines that any Sale is not made in an arm’s length transaction, other than to a general partner in Borrower pursuant to an option or right of first refusal granted to such general partner (or its affiliate) on or before the date this Note was executed by Borrower, then instead of the Net Sale Proceeds being the result of the aforementioned deductions from the gross proceeds of the subject Sale, the Net Sale Proceeds shall be the result of the aforementioned deductions from the Fair Market Value of the Property.
“Official Records” means the Official Records of the County of San Bernardino, California.
“Operating Expenses ” means, for the applicable period of time, all costs and expenses incurred by Borrower in the ordinary course of the management, ownership, and/or operation of the Property by Borrower, including, without limitation, (a) tax credit syndication, special limited partner, social service, partnership management, guaranty, monitoring, asset management and other fees payable to the partners in Borrower in the aggregate amount of up to Twenty Thousand Dollars ($20,000) per year, as such sum shall be adjusted annually on January 1 by the change in the CPI from the previous January 1 (the “Partnership Fees”), (b) all amounts deposited in the reserve fund of the Project for replacements, provided, however, such amounts shall not, without the prior approval of the Executive Director, which approval shall not be unreasonably withheld, exceed those amounts deposited as reserves for similar projects in California, (c) any fee payable to Partnership and approved by the Executive Director, the payment of which has been deferred, (d) Eighty Thousand Dollars ($80,000) per year, as adjusted annually on January 1 by the change in the CPI from the previous January 1, to be used to provide social services to the residents of the Property (the “Social Services Fee”), and (e) a property management fee not to exceed the greater of (i) Seventy-Five Dollars ($75)/Unit/Mo., as adjusted annually on January 1 by the change in the CPI from the previous January 1, or (ii) six percent (6%) of Effective Gross Income. Debt Service is not an Operating Expense. Operating Expenses shall not include depreciation or any expenses for Capital Improvements, except for Capital Improvements approved by the Senior Lender and by the Executive Director for treatment as an Operating Expense. Operating Expenses shall be calculated on a cash basis. The first adjustment of the 447
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Partnership Fees and the Social Services Fees shall be made on January 1 following the date on which the Certificate of Completion issues.
“Operating Income ” means, for the applicable period of time, all proceeds received by Borrower from the operation of the Property and from any and all sources resulting from or attributable to the operation of the Property, including, without limitation, all rentals, parking receipts, laundry receipts, forfeited Security Deposits, and all expense reimbursements paid to Borrower by tenants of the Property. Operating Income shall be calculated on a cash basis.

Operating Income shall not include any Senior Loan funds, payments for tax credits or the sale of partnership interests in Borrower, or proceeds of a casualty loss or condemnation. Operating Income for the last year of the term of the Agreement Containing Covenants shall include all amounts, if any, remaining in the reserve fund of the Project. “Property” has the meaning ascribed thereto in the Authority Subordinate Loan Deed of Trust.
“Recordation Date ” means the date on which the Authority Subordinate Loan Deed of Trust records in the Official Records.
“Refinancing” means changing the existing financing on the Property, or relating to the Property, by increasing the amount of the existing mortgage(s), adding one or more mortgages to the existing mortgage(s), or paying off an existing mortgage or mortgages and obtaining a new, larger mortgage or mortgages. A Refinancing may be in any form, including, without limitation, debt or a sale and leaseback. Notwithstanding anything contained herein to the contrary, the taking of the Take-Out Loan by Borrower shall not constitute a Refinancing under this Note.
“Sale” has the meaning set forth in subparagraph [29(d)] of the Authority Subordinate Loan Deed of Trust.
“Security Deposits ” means all security deposits collected from tenants of the Property.
“Senior Loan ” means that certain construction loan made to Borrower by ___________________, for the Construction, and take-out financing therefor to be provided by or such other lender as may be approved by the Executive Director. “Senior Loan Documents ” means the documents evidencing and securing the Senior Loan.

1.2 Interpretation. In this Note, (a) the singular includes the plural and the plural the singular; (b) words and terms which include a number of constituent parts, things or elements, unless otherwise specified, shall be construed as referring separately to each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole; (c) words importing any gender include the other genders; (d) references to statutes are to be construed as including all rules and regulations adopted pursuant to the statute referred to and all statutory provisions consolidating, amending or replacing the statute referred to; (e) references to 448
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agreements and other contractual instruments shall be deemed to include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms; (f) the words “hereto” or “herein” or “hereof’ or “hereunder” or words of similar import refer to this Note in its entirety; (g) the words “include” or “including” or words of similar import, unless otherwise specified herein, shall be deemed to be followed by the words “without limitation”; (h) all references to Articles and Sections, unless otherwise specified, are to the Articles and Sections of this Note; and (i) headings of Articles and numberings and headings of Sections and paragraphs are inserted as a matter of convenience and shall not affect the construction of this Note.

1.3 Accounting Terms and Determinations . Unless otherwise specified herein, (a) all accounting terms used herein shall be interpreted, (b) all accounting determinations hereunder shall be made, and (c) all books, records and financial statements required to be delivered hereunder shall be prepared in accordance with generally accounting principles as in effect from time to time, consistently applied (“GAAP”), except for changes approved by Lender.

2. DISPOSITION AND DEVELOPMENT AGREEMENT.

The principal sums hereunder are being loaned by Lender to Borrower in accordance with and pursuant to the DDA. The terms of the DDA are incorporated herein and made a part hereof to the same extent and with the same force and effect as if fully set forth herein. An Event of Default by Borrower under the DDA, following all notice and cure periods, shall be a default hereunder, and a default hereunder, after delivery of notice and expiration of the cure period described in Section [15] below, shall be an Event of Default by Borrower under the DDA.

3. AGREEMENT CONTAINING COVENANTS.

The principal sums hereunder are being loaned by Lender to Borrower to finance development of the Property for use as affordable housing pursuant to the Agreement Containing Covenants. The terms of the Agreement Containing Covenants are incorporated herein and made a part hereof to the same extent and with the same force and effect as if fully set forth herein. An Event of Default by Borrower under the Agreement Containing Covenants shall be a default hereunder, and a default hereunder shall be an Event of Default by Borrower under the Agreement Containing Covenants.

4. [INTENTIONALLY OMITTED]

5. FINANCIAL REPORTING AND ACCOUNTING COVENANTS.

Borrower will permit the representatives of Lender at any time or from time to time, upon one (1) business day’s notice and during normal business hours, to inspect, audit and copy all of Borrower’s books, records, and accounts relating to the Property. Borrower shall furnish or cause to be furnished to Lender the following:

5.1 Quarterly Statements. As soon as available, and in no event later than forty-five (45) days after the close of each of the first three calendar quarters of each Fiscal Year, commencing with the calendar quarter ending, 202_, financial statements of Borrower, including a balance sheet and profit-and-loss statement, as at the close of and for such quarter, all in 449
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Ontario City CouncilDecember 17, 2024

Ontario City Council
December 17, 2024